<PAGE>





                         THE NEW COLEMAN COMPANY, INC.
                       PENSION PLAN FOR WEEKLY SALARIED
                          AND HOURLY PAID EMPLOYEES
                         (Amended and Restated as of
                               January 1, 1996)

<PAGE>

                        THE NEW COLEMAN COMPANY, INC.
                       PENSION PLAN FOR WEEKLY SALARIED
                          AND HOURLY PAID EMPLOYEES
                         (Amended and Restated as of
                               January 1, 1996)
                                       
                                       
                              TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----
ARTICLE I.  THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

          1.1  ESTABLISHMENT AND AMENDMENT OF THE PLAN.. . . . . . . . . .   1
          1.2  APPLICABILITY OF THE PLAN . . . . . . . . . . . . . . . . .   1


ARTICLE II.  DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . .   1

          2.1  "ACTUARIAL EQUIVALENT". . . . . . . . . . . . . . . . . . .   1
          2.2  "AFFILIATE" . . . . . . . . . . . . . . . . . . . . . . . .   2
          2.3  "ANNUITY STARTING DATE" . . . . . . . . . . . . . . . . . .   2
          2.4  "BASE HOURLY WAGE". . . . . . . . . . . . . . . . . . . . .   2
          2.5  "BENEFICIARY" . . . . . . . . . . . . . . . . . . . . . . .   3
          2.6  "BOARD" . . . . . . . . . . . . . . . . . . . . . . . . . .   3
          2.7  "BREAK IN SERVICE". . . . . . . . . . . . . . . . . . . . .   3
          2.8  "CODE". . . . . . . . . . . . . . . . . . . . . . . . . . .   3
          2.9  "COMMITTEE" . . . . . . . . . . . . . . . . . . . . . . . .   3
          2.10 "COMPANY" . . . . . . . . . . . . . . . . . . . . . . . . .   3
          2.11 "CREDITED SERVICE". . . . . . . . . . . . . . . . . . . . .   3
          2.12 "DISABILITY". . . . . . . . . . . . . . . . . . . . . . . .   3
          2.13 "EARLIEST RETIREMENT AGE" . . . . . . . . . . . . . . . . .   3
          2.14 "EARLY RETIREMENT AGE". . . . . . . . . . . . . . . . . . .   4
          2.15 "ELIGIBLE EMPLOYEE" . . . . . . . . . . . . . . . . . . . .   4
          2.16 "EMPLOYEE". . . . . . . . . . . . . . . . . . . . . . . . .   4
          2.17 "EMPLOYER". . . . . . . . . . . . . . . . . . . . . . . . .   4
          2.18 "ERISA" . . . . . . . . . . . . . . . . . . . . . . . . . .   4
          2.19 "FINAL AVERAGE COMPENSATION". . . . . . . . . . . . . . . .   4
          2.20 "HIGHLY COMPENSATED EMPLOYEE" . . . . . . . . . . . . . . .   5
          2.21 "INACTIVE PARTICIPANT". . . . . . . . . . . . . . . . . . .   6
          2.22 "MEMBER". . . . . . . . . . . . . . . . . . . . . . . . . .   6
          2.23 "NORMAL RETIREMENT AGE" . . . . . . . . . . . . . . . . . .   6
          2.24 "ONE-YEAR BREAK IN SERVICE" . . . . . . . . . . . . . . . .   6
          2.25 "PARTICIPANT" . . . . . . . . . . . . . . . . . . . . . . .   6
          2.26 "PLAN". . . . . . . . . . . . . . . . . . . . . . . . . . .   6
          2.27 "PLAN YEAR" . . . . . . . . . . . . . . . . . . . . . . . .   6
          2.28 "PRIOR PLAN". . . . . . . . . . . . . . . . . . . . . . . .   6
          2.29 "QUALIFIED JOINT AND SURVIVOR ANNUITY". . . . . . . . . . .   6
          2.30 "RETIREMENT DATE" . . . . . . . . . . . . . . . . . . . . .   7

                                      -i-
<PAGE>

          2.31 "RETIREMENT FUND" . . . . . . . . . . . . . . . . . . . . .   7
          2.32 "SOCIAL SECURITY RETIREMENT AGE". . . . . . . . . . . . . .   7
          2.33 "TERMINATION OF SERVICE". . . . . . . . . . . . . . . . . .   8
          2.34 "TRUST AGREEMENT" . . . . . . . . . . . . . . . . . . . . .   8
          2.35 "TRUSTEE" . . . . . . . . . . . . . . . . . . . . . . . . .   8
          2.36 "TRUST FUND". . . . . . . . . . . . . . . . . . . . . . . .   8
          2.37 "VESTING SERVICE" . . . . . . . . . . . . . . . . . . . . .   8
          2.38 "YEAR OF ELIGIBILITY SERVICE" . . . . . . . . . . . . . . .   8


ARTICLE III.  SERVICE. . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     
          3.1  HOUR OF SERVICE . . . . . . . . . . . . . . . . . . . . . .   8
          3.2  BREAK IN SERVICE. . . . . . . . . . . . . . . . . . . . . .  10
          3.3  ONE-YEAR BREAK IN SERVICE . . . . . . . . . . . . . . . . .  11
          3.4  VESTING SERVICE . . . . . . . . . . . . . . . . . . . . . .  11
          3.5  CREDITED SERVICE. . . . . . . . . . . . . . . . . . . . . .  11
          3.6  LEASED EMPLOYEES. . . . . . . . . . . . . . . . . . . . . .  12

ARTICLE IV. PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . . .  12
     
          4.1  DATE OF PARTICIPATION . . . . . . . . . . . . . . . . . . .  12
          4.2  REENTRY INTO THE PLAN FOLLOWING A BREAK IN SERVICE. . . . .  13
          4.3  DURATION. . . . . . . . . . . . . . . . . . . . . . . . . .  13
          4.4  EMPLOYEES OF NEWLY ACQUIRED BUSINESSES. . . . . . . . . . .  13


ARTICLE V.  BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

          5.1  NORMAL RETIREMENT BENEFITS. . . . . . . . . . . . . . . . .  13
          5.2  EARLY RETIREMENT BENEFITS . . . . . . . . . . . . . . . . .  15
          5.3  DISABILITY RETIREMENT BENEFITS. . . . . . . . . . . . . . .  15
          5.4  VESTED RETIREMENT BENEFITS. . . . . . . . . . . . . . . . .  17
          5.5  ADJUSTMENT TO BENEFITS. . . . . . . . . . . . . . . . . . .  17
          5.6  NORMAL FORM OF PENSION FOR MARRIED MEMBERS. . . . . . . . .  18
          5.7  OPTIONAL METHODS OF PAYMENT . . . . . . . . . . . . . . . .  19
          5.8  INCIDENTAL DEATH BENEFITS . . . . . . . . . . . . . . . . .  20
          5.9  PAYMENT OF SMALL AMOUNTS. . . . . . . . . . . . . . . . . .  20
          5.10 MAXIMUM ANNUAL BENEFITS . . . . . . . . . . . . . . . . . .  22
          5.11 WITHHOLDING TAXES . . . . . . . . . . . . . . . . . . . . .  23


ARTICLE VI.  SUSPENSION OF BENEFITS UPON CERTAIN EMPLOYMENT OR 
               REEMPLOYMENT. . . . . . . . . . . . . . . . . . . . . . . .  23

          6.1  REEMPLOYMENT BEFORE NORMAL RETIREMENT DATE. . . . . . . . .  23
          6.2  CONTINUED EMPLOYMENT OR REEMPLOYMENT ON OR AFTER NORMAL 
                 RETIREMENT DATE . . . . . . . . . . . . . . . . . . . . .  24
          6.3  SUSPENSION OF BENEFITS NOTICE PROCEDURES. . . . . . . . . .  24

ARTICLE VII.  DEATH BENEFITS . . . . . . . . . . . . . . . . . . . . . . .  25

                                     -ii-
<PAGE>

          7.1  PRERETIREMENT DEATH BENEFITS FOR MARRIED MEMBERS. . . . . .  25
          7.2  NO REDUCTION TO OTHER BENEFITS. . . . . . . . . . . . . . .  25
          7.3  ADDITIONAL DEATH BENEFITS . . . . . . . . . . . . . . . . .  25

ARTICLE VIII. FINANCING. . . . . . . . . . . . . . . . . . . . . . . . . .  26

          8.1  FINANCING . . . . . . . . . . . . . . . . . . . . . . . . .  26
          8.2  CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . .  26
          8.3  NONREVERSION. . . . . . . . . . . . . . . . . . . . . . . .  27


ARTICLE IX. ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . .  27
     
          9.1  COMMITTEE AND FIDUCIARY . . . . . . . . . . . . . . . . . .  27
          9.2  COMPENSATION AND EXPENSES . . . . . . . . . . . . . . . . .  28
          9.3  MANNER OF ACTION. . . . . . . . . . . . . . . . . . . . . .  28
          9.4  CHAIRMAN, SECRETARY, AND SPECIALISTS. . . . . . . . . . . .  28
          9.5  RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . .  28
          9.6  ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . .  28
          9.7  APPEALS FROM DENIAL OF CLAIMS . . . . . . . . . . . . . . .  29
          9.8  NOTICE OF ADDRESS AND MISSING PERSONS . . . . . . . . . . .  29
          9.9  DATA AND INFORMATION FOR BENEFITS . . . . . . . . . . . . .  30
          9.10 INDEMNITY FOR LIABILITY . . . . . . . . . . . . . . . . . .  30
          9.11 EFFECT OF A MISTAKE . . . . . . . . . . . . . . . . . . . .  30
          9.12 SELF INTEREST . . . . . . . . . . . . . . . . . . . . . . .  30


ARTICLE X. AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . .  30

          10.1 AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . .  30
          10.2 DISTRIBUTION ON TERMINATION . . . . . . . . . . . . . . . .  31
          10.3 MERGER, CONSOLIDATION, OR TRANSFER. . . . . . . . . . . . .  31


ARTICLE XI.  RESTRICTIONS ON BENEFITS. . . . . . . . . . . . . . . . . . .  31

          11.1 TEMPORARY RESTRICTIONS ON BENEFITS FOR
                 MEMBERS OF EACH EMPLOYER. . . . . . . . . . . . . . . . .  31

ARTICLE XII.  TOP-HEAVY PROVISIONS . . . . . . . . . . . . . . . . . . . .  32

          12.1 APPLICATION OF TOP-HEAVY PROVISIONS . . . . . . . . . . . .  32
          12.2 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . .  33
          12.3 VESTING REQUIREMENTS. . . . . . . . . . . . . . . . . . . .  34
          12.4 MINIMUM BENEFIT . . . . . . . . . . . . . . . . . . . . . .  34
          12.5 LIMIT ON ANNUAL ADDITIONS:  COMBINED PLAN LIMIT . . . . . .  35
          12.6 COLLECTIVE BARGAINING AGREEMENTS. . . . . . . . . . . . . .  36

ARTICLE XIII.  PARTICIPATION IN AND WITHDRAWAL FROM THE PLAN BY AN 
                 AFFILIATE . . . . . . . . . . . . . . . . . . . . . . . .  36

                                     -iii-
<PAGE>

          13.1 PARTICIPATION IN THE PLAN . . . . . . . . . . . . . . . . .  36
          13.2 WITHDRAWAL FROM THE PLAN. . . . . . . . . . . . . . . . . .  36


ARTICLE XIV.  GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . .  37

          14.1 INCOMPETENCY. . . . . . . . . . . . . . . . . . . . . . . .  37
          14.2 NONALIENATION OF BENEFITS . . . . . . . . . . . . . . . . .  37
          14.3 NO GUARANTEE OF EMPLOYMENT. . . . . . . . . . . . . . . . .  37
          14.4 APPLICABLE LAW. . . . . . . . . . . . . . . . . . . . . . .  37
          14.5 SEVERABILITY. . . . . . . . . . . . . . . . . . . . . . . .  38


APPENDIX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38













                                     -iv-
<PAGE>
                                       
                          THE NEW COLEMAN COMPANY, INC.
                         PENSION PLAN FOR WEEKLY SALARIED
                            AND HOURLY PAID EMPLOYEES
                           (Amended and Restated as of
                                 January 1, 1996)


                               ARTICLE I.  THE PLAN


     1.1  ESTABLISHMENT AND AMENDMENT OF THE PLAN. The Coleman Company, Inc. 
previously established a defined benefit pension plan for certain eligible 
employees of the Company and any Affiliates that had adopted the plan.  This 
plan was known as The Coleman Company, Inc. Pension Plan for Weekly Salaried 
and Hourly Paid Employees ("Prior Plan").  The Prior Plan was initially 
effective on May 9, 1955 and was terminated on June 30, 1989.

     New Coleman Holdings, Inc. (the "Company") established a replacement 
defined benefit plan for the employees who previously participated in the 
Prior Plan.  This replacement plan, known as The New Coleman Company, Inc. 
Pension Plan for Weekly Salaried and Hourly Paid Employees (the "Plan") was 
initially effective as of July 1, 1989.  This Plan is hereby amended and 
restated as of January 1, 1996.

     1.2  APPLICABILITY OF THE PLAN.  The provisions of this Plan are 
generally applicable only to Employees who are employed by an Employer on or 
after July 1, 1989.  Any person who was covered by the Prior Plan as in 
effect before July 1, 1989, and who had a Termination of Service before July 
1, 1989, shall continue to be entitled to the retirement benefits (if any) 
provided under the Prior Plan.


                             ARTICLE II.  DEFINITIONS

     Whenever used in the Plan, the following terms shall have the meanings 
set forth below unless otherwise expressly provided. When the defined meaning 
is intended, the term is capitalized. The definition of any term in the 
singular shall also include the plural and any masculine terminology shall be 
deemed to refer to either a male or a female.

     2.1  "ACTUARIAL EQUIVALENT" means a benefit having the same value as the 
benefit it replaces, determined as follows:

     (a)  GENERAL RULE.  Except as otherwise provided in subsection (b), 
Actuarial Equivalence shall be based on:

          (1)  the 1971 male Group Annuity Table with a two-year setbacks; and

          (2)  6 percent interest, compounded annually.

                                      -1-
<PAGE>

     (b)  For the purpose of determining the value of a single sum distribution 
          under section 5.9, Actuarial Equivalence shall be determined under 
          either subsection (a) or this subsection (b), whichever produces the 
          greater benefit.  Actuarial Equivalence under this subsection (b) 
          shall be based on:

          (1)  the 1984 Unisex Pension Mortality Table; and 

          (2)  the immediate and deferred interest rates which would be used by 
               the Pension Benefit Guaranty Corporation (as of the first day of 
               the Plan Year of distribution) for the purpose of determining 
               the present value of a single sum distribution upon the distress 
               termination of a trusteed single-employer.

     2.2  "AFFILIATE" means:

     (a)  any corporation while it is a member of the same "controlled group" of
          corporations (within the meaning of Code section 414(b)) as the 
          Company;

     (b)  any other trade or business (whether or not incorporated) while it is 
          under "common control" (within the meaning of Code section 414(c)) 
          with the Company;

     (c)  any organization during any period in which it (along with the 
          Company) is a member of an "affiliated service group" (within the 
          meaning of Code section 414(m)); or

     (d)  any other entity during any period in which it is required to be 
          aggregated with the Company under Code section 414(o).

     2.3  "ANNUITY STARTING DATE" mean the following:

     (a)  BENEFITS PAYABLE IN THE FORM OF AN ANNUITY.  In the case of benefits
          payable in the form of an annuity, Annuity Starting Date means the 
          first day of the first period for which an amount is payable under 
          the Plan.

     (b)  BENEFITS PAYABLE IN THE FORM OF A SINGLE SUM PAYMENT.  In the case of 
          a benefit payable in the form of as single sum payment, Annuity 
          Starting Date means the date on which all events have occurred that 
          entitle the Member to the benefit.

     (c)  BENEFITS FOR DISABLED MEMBERS.  In the case of a Member who is 
          receiving a disability benefit under section 5.3(a), Annuity Starting 
          Date means the first day of the month coinciding with or next 
          following the Member's attainment of Normal Retirement Age.


     2.4  "BASE HOURLY WAGE" for a Plan Year means a Participant's base rate 
of pay from an Employer determined for each Plan Year on the date of the 
Participant's Termination of Service occurring within that Plan Year, or if 
no Termination of Service occurred, on December 31 of the Plan Year.  In 
determining the Base Hourly Wage for Plan Years beginning after December 31, 
1988, the Compensation of each Participant taken into account under the Plan 
for each Plan Year shall not exceed the Compensation Limitation prescribed by 
Code Section 401(a)(17).  The Compensation Limitation is $200,000 for the 
1989 Plan Year, a higher indexed amount for the 1990 through 1993 Plan Years, 
and $150,000 for the 1994 Plan Year.  For Plan Years beginning after December 
31, 1994, the Compensation Limitation is the adjusted dollar amount 
determined in accordance with Code Section 

                                      -2-
<PAGE>

401(a)(17).  Prior to January 1, 1997, in determining the Compensation of a 
Participant for purposes of this limitation, the rules of Code Section 
414(q)(6) shall apply, except in applying such rules, the term family shall 
include only the spouse of the Participant and any lineal descendants of the 
Participant who have not attained age 19 before the close of the year.  If, 
as a result of the application of the family aggregation rules, the 
Compensation of a Participant is limited, then the limitation shall be 
prorated among the individuals affected in proportion to each such 
individual's Compensation as determined under this Section prior to the 
application of the limitation.

     2.5  "BENEFICIARY" means the person designated by the Participant to 
receive a survivor benefit under Section 5.7 or 7.3.  For distributions under 
Section 5.7, the Beneficiary of a married Member shall be his or her spouse 
unless the spouse has consented to the designation of a different Beneficiary 
under Section 5.6(b). Subject to the consent requirements contained in 
Section 5.6(b), a Member may change his or her Beneficiary at any time by 
filing written notice with the Committee at a time and manner determined by 
the Committee.

     If the Member's Beneficiary does not survive the Member or if the Member 
dies without designating a beneficiary, any benefits payable on the Member's 
behalf after his or her death shall be paid to the Member's surviving spouse; 
or if there is no surviving spouse, to the Member's estate.

     2.6  "BOARD" means the Company's Board of Directors.

     2.7  "BREAK IN SERVICE" means an absence from employment as described in 
section 3.2.

     2.8  "CODE" means the Internal Revenue Code of 1986, as amended, or as 
it may be amended from time to time.  A reference to a particular section of 
the Code shall also be deemed to refer to the regulations under that Code 
section.

     2.9  "COMMITTEE" means the administrative committee appointed by the 
Board under Article IX.

     2.10 "COMPANY" means New Coleman Holdings, Inc., or any successor 
thereto which agrees to assume and continue the Plan. Whenever the Company 
under the terms of this Plan is permitted or required to do or perform any 
act or matter or thing, it shall be authorized by the Company's governing 
board or body or shall be performed by an officer or other delegate thereunto 
duly authorized by such governing board or body.

     2.11 "CREDITED SERVICE" means the period of employment described in 
section 3.5.

     2.12 "DISABILITY" means any physical or mental condition other than 
alcoholism or the current use of illegal drugs which, on the basis of medical 
evidence satisfactory to the Committee, renders the Member totally and 
permanently unable to engage in any employment for wage or profit.  To 
constitute a Disability under the Plan, the physical or mental condition must 
not have resulted from the Member's participation in a felonious criminal act 
or an intentionally self-inflicted injury.

     2.13 "EARLIEST RETIREMENT AGE" means the earliest date on which, under 
the Plan, a Member could elect to receive a retirement benefit.

                                      -3-
<PAGE>

     2.14 "EARLY RETIREMENT AGE" means a Member's age prior to Normal 
Retirement Age, but after:

     (a)  attaining age 55 and completing one year of Credited Service; or

     (b)  completing 30 years of Vesting Service.

     2.15 "ELIGIBLE EMPLOYEE" means any Employee who is employed and 
compensated (by a payroll check issued directly from the Employer to the 
Employee or direct payroll deposit made to the Employee's account) by an 
Employer on an hourly or weekly salaried basis.  An Employee shall not be an 
Eligible Employee if he is:

     (a)  in a newly acquired group to which this Plan has not been extended 
          under section 4.4; or

     (b)  covered by a collective bargaining agreement between employee
          representatives and an Employer under which retirement benefits were 
          the subject of good faith bargaining (unless the collective bargaining
          agreement provides for such Employee's participation in the Plan).

     2.16 "EMPLOYEE" means any person who is employed by the Company or an 
Affiliate.

     2.17 "EMPLOYER" means the Company and any Affiliate which elects to 
become an Employer by adopting the Plan for the benefit of its Employees in 
the manner described in Article XIII. Participating Employers (other than the 
Company) are listed in the Appendix.

     2.18 "ERISA" means the Employee Retirement Income Security Act of 1974, 
as amended, or as it may be amended from time to time.  A reference to a 
particular section of ERISA shall also be deemed to refer to the regulations 
under that section.

     2.19 "FINAL AVERAGE COMPENSATION" shall be determined as follows:

     (a)  GENERAL RULE. For purposes of the formula in Section 5.1(b)(1), and 
          the offset in Section 5.1(b)(2)(B), "Final Average Compensation" 
          means the monthly average of a Participant's Compensation for the 
          period of 60 consecutive months, selected from the Participant's last 
          120 months of participation, during which the Participant received 
          the largest total Compensation.  However, if the Participant has 
          fewer than 60 months of Plan participation, his Final Average 
          Compensation shall be determined over his longest period of 
          uninterrupted participation in the Plan.

     (b)  EXCEPTION. For purposes of calculating the offset described in 
          section 5.1(b)(2)(A), Three-Year Final Average Compensation means 
          the monthly average of a Participant's Compensation for the 36-month 
          period ending on the Participant's Termination of Service. However, 
          if the Participant has fewer than 36 months of service, Three-Year 
          Final Average Compensation under this subsection (b) will be based on 
          the Participant's full period of Vesting Service.

     (c)  HOUR OF SERVICE means each hour described in section 3 1.

                                      -4-
<PAGE>

     2.20 "HIGHLY COMPENSATED EMPLOYEE" means prior to January 1, 1997, with 
respect to any Plan Year, any employee who at any time during the preceding 
year (or such other period as the Company may elect pursuant to Treasury 
Regulations):

     (a)  received Compensation (as defined in Code Section 414(q)(7)) from the
          Employer and all affiliates in excess of $75,000;

     (b)  received Compensation (as defined in Code Section 414(q)(7)) from the
          Employer and all affiliates in excess of $50,000 and was in the 
          top-paid 20% of Employees;

     (c)  was an officer and received Compensation (as defined in Code Section
          414(q)(7)) from the Employer and all affiliates in excess of $45,000,
          or, if greater, one-half of the amount in effect under Code Section
          415(b)(1)(A) for the preceding Plan Year; or 

     (d)  was a 5% owner.

Unless the Company makes the election under Treasury Regulations, Highly 
Compensated Employee also means, with respect to any Plan Year, any Employee 
who, at any time during such Plan Year, met the descriptions contained in 
paragraphs (a), (b), or (c) and was among the top-paid 100 Employees or any 
Employee who was a 5% owner.  A family member of a Highly Compensated 
Employee and a former employee shall be treated as a Highly Compensated 
Employee to the extent required by Code Section 414(q)(6) and (9) and the 
Regulations thereunder.  The dollar limits described in paragraphs (a), (b), 
and (c) will be adjusted to reflect increases in the cost of living, in the 
manner and at the times prescribed by the Secretary of the Treasury.

In determining who is a Highly Compensated Employee, the following rules 
shall apply:

     (e)  for purposes of determining the number of Employees in the top-paid 
          20%, the following Employees are excluded:

          1.   Employees who have not completed six months of Service;

          2.   Employees who normally work less than 17 1/2 hours per week;

          3.   Employees who normally work during not more than six months 
          during any Plan Year;

          4.   Employees who have not attained age 21; and

          5.   to the extent allowable under Treasury Regulation 1.414(q)-1T,
          Employees covered by a collective bargaining agreement between 
          Employee representatives and the Company or an affiliate.

     (f)  The number of officers is limited to 50 (or, if lesser, the greater 
          of 3 Employees or 10% of Employees), excluding those Employees 
          described in (e)1, (e)2, (e)3, (e)4, or (e)5 above.

     (g)  When no officer has Compensation in excess of the dollar limit 
          described in C above (as adjusted for increases in the cost of living 
          as prescribed by the Secretary of the Treasury), the highest paid 
          officer is treated as Highly Compensated.

     (h)  A Highly Compensated Former Employee shall mean a former Employee who
          separated from service prior to the Plan Year and who was an active 
          Highly Compensated Employee for either (i) the year the Employee 
          separated from service, or (ii) any Plan Year ending on or after the 
          Employee's 55th birthday.  If the Employee separated from service 
          before January 1, 1987, such an Employee shall be included as a 
          Highly Compensated Former Employee only if the Employee 

                                      -5-
<PAGE>

          was a 5% owner or received Compensation in excess of $50,000 during 
          (I) the  Employee's year of separation or the year preceding such 
          year, (II) any year ending on or after such Employee's 55th birthday,
          or (III) the last year ending on or after such Employee's 55th 
          birthday.

As an alternative to the above method of identifying Highly Compensated 
Employees, the Plan Administrator may elect to use the simplified 
identification method of IRS Revenue Procedure 93-42, which is incorporated 
by reference herein, including the use of a snapshot day if applicable.

     Effective January 1, 1997, the term Highly Compensated Employee means 
any Employee who was a 5% owner at anytime during the current or preceding 
Plan Year or for the preceding Plan Year received compensation from the 
Employee in excess of $80,000 (as adjusted and defined in Section 414(q)) 
and, if the Employer so elects, was in the top-paid 20% of Employees.  The 
provisions of subsection (e) above shall apply in determining who is a Highly 
Compensated Employee.

     2.21 "INACTIVE PARTICIPANT" means an Employee who was a Participant, but 
who is transferred to and is in a position of employment where he is no 
longer an Eligible Employee.  

     2.22 "MEMBER" means a Participant, Inactive Participant, or former 
Employee receiving or entitled to receive benefits under the Plan.

     2.23 "NORMAL RETIREMENT AGE" means the Member's sixty-fifth birthday.

     2.24 "ONE-YEAR BREAK IN SERVICE" means a period of absence from 
employment as described in section 3.3.

     2.25 "PARTICIPANT" means an Eligible Employee who has met and continues 
to meet the eligibility requirements of Article IV.

     2.26 "PLAN" means The New Coleman Company, Ice. Pension Plan for Weekly 
Salaried and Hourly Paid Employees, as amended from time to time.

     2.27 "PLAN YEAR" means initially the six-month period beginning July 1, 
1989 and ending December 31, 1989.  Thereafter, the Plan Year shall mean the 
calendar year.

     2.28 "PRIOR PLAN" means The Coleman Company, Inc. Pension Plan for 
Weekly Salaried and Hourly Paid Employees which was terminated on June 30, 
1989.

     2.29 "QUALIFIED JOINT AND SURVIVOR ANNUITY" means an annuity which 
provides reduced payments for the lifetime of the Members with a survivor 
annuity for the lifetime of the Member's spouse. This survivor annuity shall 
be 50 percent of the annuity which is payable during the joint lives of the 
Member and his spouse.  The Qualified Joint and Survivor Annuity is the 
Actuarial Equivalent of the single life annuity determined under section 5.1, 
5.2, 5.3, or 5.4, whichever is applicable.

                                      -6-
<PAGE>

     2.30 "RETIREMENT DATE" means the date as of which retirement benefit 
payments under the Plan begin.  The Retirement Dates under the Plan shall be 
defined as follows:

     (a)  "NORMAL RETIREMENT DATE" means the first day of the month coinciding 
          with or next following the date on which the Member actually retires 
          on or after his Normal Retirement Age.

     (b)  "EARLY RETIREMENT DATE" means, for a Member who incurs a Termination 
          of Service after attaining Early Retirement Age, but before attaining 
          Normal Retirement Age, the first day of any month elected by the 
          Member following such Termination of Service.  However, a Member's 
          Early Retirement Date may not be later than the first day of the 
          month coinciding with or next following the Member's sixty-fifth 
          birthday.

     (c)  "DISABILITY RETIREMENT DATE" means, for a Member who is eligible for a
          disability benefit under section 5.3, the later of:

          (1)  the first day of the sixth month coinciding with or next 
               following the Member's Termination of Service on account of 
               Disability;

          (2)  the first day of the month coinciding with or next following the
               expiration of any temporary disability benefits payable under a
               sickness and accident plan sponsored by the Company or an 
               Affiliate; or

          (3)  the first day of the month coinciding with or next following 
               the date on which an eligible Member makes application for a 
               disability benefit under the Plan.

     (d)  "VESTED RETIREMENT DATE" means, for a Member who has a Termination of
          Service before his Normal Retirement Date or Early Retirement Date, 
          but after completing at least five years of Vesting Service, the 
          first day of the month coinciding with or next following the date on 
          which the Member attains age 65.  However, a Member who has completed
          one year of Credited Service may elect as a Vested Retirement Date 
          the first day of any month coinciding with or following the Member's 
          fifty-fifth birthday, but no later than the first day of the month 
          coinciding with or next following the Member's sixty-fifth birthday.

     2.31 "RETIREMENT FUND" means the Trust Fund or any insurance fund 
established and maintained under any Trust Agreement or any group annuity 
contract designated as a part of this Plan to finance the benefits under this 
Plan.

     2.32 "SOCIAL SECURITY RETIREMENT AGE" means:

     (a)  age 65 for a Member born before January 1, 1938;

     (b)  age 66 for a Member born after December 31, 1937, but before January 
          1, 1955; and

     (c)  age 67 for a Member born after December 31, 1954.


     2.33 "TERMINATION OF SERVICE" means an Employee's death or resignation, 
discharge, or retirement from the Company and its Affiliates.

                                      -7-
<PAGE>

     2.34 "TRUST AGREEMENT" means any agreement in the nature of a trust 
established to form a part of this Plan to receive, hold, invest, and dispose 
of the Trust Fund.

     2.35 "TRUSTEE" means the corporation, individual, individuals, or 
combination thereof, acting as trustee under the Trust Agreement at any time 
of reference.

     2.36 "TRUST FUND" means the assets of every kind and description held 
under any Trust Agreement forming a part of this Plan.

     2.37 "VESTING SERVICE" means the period of employment described in 
section 3.4.

     2.38 "YEAR OF ELIGIBILITY SERVICE" means either:

     (a)  the first anniversary of the date on which an Employee performs his 
          first Hour of Service upon employment or reemployment, provided that 
          the Employee is credited with at least 1,000 Hours of Service during 
          such one-year period; or

     (b)  any Plan Year (starting with the Plan Year in which the anniversary
          described in subsection (a) occurs) during which the Employee 
          completes at least 1,000 Hours of Service.


                             ARTICLE III.  SERVICE

     3.1  HOUR OF SERVICE.  "Hours of Service" are used to determine an 
Employee's Years of Eligibility Service, Vesting Service, and Credited 
Service.  Hours of Service shall be determined as follows:

     (a)  FOR THE PERFORMANCE OF DUTIES. An Employee shall receive an Hour of 
          Service for each hour for which he is paid or entitled to payment by 
          the Company or an Affiliate for the performance of duties.  Hours of 
          Service under this subsection shall be credited to the Employee in 
          the calendar year in which the duties are performed.

     (b)  PERIODS DURING WHICH NO DUTIES ARE PERFORMED.  An Employee shall 
          receive an Hour of Service for each hour for which he is directly or 
          indirectly paid or entitled to payment by the Company or an Affiliate 
          on account of a period of time during which no duties are performed 
          (irrespective of whether the employment relationship has terminated) 
          due to vacation, holidays, illness, incapacity (including 
          disability), layoff, jury duty, military duty, or leave of absence.  
          Hours of Service under this subsection shall be credited to the 
          Employee in the calendar year for which the Employee is paid or 
          entitled to payment.  Such hours shall be credited on the basis of 
          the Employee's regular work schedule, or if the Employee has no 
          regularly scheduled working hours, on the basis of eight hours per day
          or 40 hours per week.

     (c)  BACK PAY.  An Employee shall receive an Hour of Service for each hour 
          for which back pay, irrespective of mitigation of damages, is either 
          awarded or agreed to by the Company or an Affiliate.  Hours of 
          Service under this subsection shall be credited to the Employee in 
          the calendar 

                                      -8-
<PAGE>

          year to which the award or agreement relates.  Such hours shall be 
          credited on the basis of the Employee's regular work schedule, or if 
          the Employee has no regularly scheduled working hours, on the basis 
          of eight hours per day or 40 hours per week.

     (d)  HOURS NOT COUNTED.  This subsection limits the Hours of Service 
          credited for periods during which no duties are performed.  This 
          subsection applies whether or not Hours of Service otherwise would 
          have been counted for such periods under subsection (b) or (c). 

          (1)  NONDUPLICATION.  No hour shall be credited as an Hour of Service
               more than once under this section 3.1. 

          (2)  UNPAID TIME.  An hour for which an Employee is not paid, either
               directly or indirectly, shall not be credited, except as 
               provided in subsection (e) (regarding maternity and paternity 
               leaves), subsection (f) (regarding other unpaid leaves), and 
               subsection (g) (regarding military leaves). 

          (3)  WORKERS' COMPENSATION, DISABILITY INSURANCE, OR UNEMPLOYMENT
               COMPENSATION.  Except as otherwise provided in subsection (f), 
               an hour for which an Employee is directly or indirectly paid or 
               entitled to payment on account of a period during which he 
               performs no duties shall not be credited as an Hour of Service 
               if such payment is made or due under a plan maintained solely 
               for the purpose of complying with applicable workers' 
               compensation, disability insurance, or unemployment compensation 
               laws.

          (4)  MEDICAL REIMBURSEMENT.  Hours of Service shall not be credited 
               for a payment which solely reimburses the Employee for medical or
               medically-related expenses.

          (5)  501 HOUR LIMITATION.  Except as otherwise provided in 
               subsections (f) and (g), no more than 501 Hours of Service shall 
               be credited on account of any single continuous period during 
               which no duties are performed.

     (e)  MATERNITY/PATERNITY LEAVE.  Solely for the purpose of determining 
     whether a One-Year Break in Service has occurred, an Employee shall 
     receive Hours of Service for each day of an Employee's absence from 
     employment for maternity or paternity reasons.  An absence for maternity 
     or paternity reasons shall mean an absence by reason of:

            (1)     the Employee's pregnancy;

            (2)     the birth of the Employee's child;

            (3)     the placement of a child with the Employee in connection
                    with the adoption of the child; or 

            (4)     the caring for a child for a period immediately following
                    such birth or placement.

          If the number of hours that would have been credited to the 
          Employee cannot be determined, 8 Hours of Service shall be credited 
          per day of such absence.  No more than 501 Hours of Service shall 
          be credited under this subsection for any such absence.  Hours of 
          Service under this subsection shall be credited in the Plan Year in 
          which the absence from employment commences if necessary 

                                      -9-
<PAGE>

          to prevent a One-Year Break in Service; in all other cases, these 
          Hours of Service shall be credited in the following Plan Year.

          Effective as of August 5, 1993, the foregoing definition shall also 
          apply to an absence from employment, not to exceed 12 weeks, for 
          which an Employee is entitled to leave under Section 102(a) of the 
          Family and Medical Leave Act of 1993 for maternity or paternity 
          reasons stated above or (i) for purposes of caring for a spouse, 
          child, or parent (but not parent-in-law) who has a serious health 
          condition; or (ii) because of the Employee's own serious health 
          condition.

     (f)  UNPAID LEAVE. An Employee shall receive Hours of Service for the 
     following periods of unpaid absence:

          (1)  ABSENCE ON ACCOUNT OF DISABILITY; leave of absence authorized 
          by an Employer; or

          (2)  ABSENCE ON ACCOUNT OF LAYOFF; hours under this subsection (f) 
          shall be credited at the rate of eight hours per day or 40 hours per 
          week. However, an Employee shall not earn more than two years of 
          Vesting Service for Hours of Service that are credited under 
          paragraphs (2) and (3)

     (g)  MILITARY LEAVE. An Employee shall receive an Hour of Service for 
     each hour of the normally scheduled work week for each week during any 
     period he is absent from work with the Company or an Affiliate for 
     voluntary or involuntary military service with the armed forces of the 
     United States, but not to exceed the period required under the law 
     pertaining to veterans' reemployment rights.  However, if the Employee 
     fails to report for work at the end of this absence before his 
     reemployment rights expire, he shall not receive credit for hours during 
     the leave.

     (h)  CONSTRUCTION. For purposes of crediting Hours of Service, the 
     Committee shall follow Department of Labor Regulation Sections 2530 
     200b-2(b) and (c).

     3.2  BREAK IN SERVICE means the cessation of crediting Hours of Service 
when the Employee:

     (a)  resigns;

     (b)  is discharged;

     (c)  fails to report for work within the period required under the law
          pertaining to veterans' reemployment rights after release from 
          military duty with the armed forces of the United States, in which 
          case his Break in Service shall be deemed to have occurred on the 
          first day of his leave for duty;

     (d)  fails to return to employment after an authorized leave of absence; or

     (e)  retires or dies.

     3.3  ONE-YEAR BREAK IN SERVICE means a Plan Year in which an Employee 
who has had a Break in Service has fewer than 425 Hours of Service.

     3.4  VESTING SERVICE is used to determine a Member's eligibility to 
receive benefits. Vesting Service is also used to determine if a former 
Employee's Vesting Service and Credited, Service prior to a Break in Service 
shall be reinstated if he is reemployed. An Employee shall receive credit for 
Vesting Service for his period of employment with the Company and its 
Affiliates as follows:

                                     -10-
<PAGE>

     (a)  Except as otherwise provided in subsection (c), Vesting Service shall
          be determined in completed full years of service as calculated under
          subsection (c).

     (b)  For employment before July 1, 1989, an Employee shall be credited with
          Vesting Service equal to the "Vested Service" he had under the terms 
          of the Prior Plan as of June 30, 1989. (See the Appendix for service 
          dates for participating Employers.)

     (c)  For employment on and after July 1, 1989, an Employee shall receive 
          credit for one full year of Vesting Service for each Plan Year in 
          which he completes at least 425 Hours of Service. (No Employee may 
          accrue more than one year of Vesting Service during the 12-month 
          period which begins on January 1, 1989 and ends on December 31, 1989.)

          If an Employee has less than 425 Hours of Service in the Plan Year in
          which he was hired (or rehired following a break in service), or the 
          Plan Year in which he incurred a Termination of Service, he shall 
          receive credit for one month of Vesting Service for each completed 
          month of employment during such Plan Year.

     (d)  If an Employee who has had a Break in Service is subsequently 
          reemployed as an Employee, he shall be considered a new Employee for 
          purposes of the Plan, except:

          (1)  if at such Break in Service he became eligible for a benefit 
               under Article V, the Vesting Service he had at such Break in 
               Service shall be reinstated upon the completion of one year of 
               Vesting Service following his reemployment; 

          (2)  if he is reemployed before he has incurred a One-Year Break in
               Service, his prior Vesting Service shall be reinstated upon his
               reemployment; or 

          (3)  if neither paragraph (1) nor (2) above is applicable and if the
               number of consecutive One-Year Breaks in Service ending after a 
               Break in Service does not equal or exceed the greater of (A) five
               or (B) the number of years of Vesting Service he had prior to 
               such Break in Service, his prior Vesting Service shall be 
               reinstated upon the completion of one year of Vesting Service 
               following his reemployment.

          Notwithstanding the above, any service before January 1, 1985 that was
          properly disregarded on account of an earlier absence under the Prior
          Plan shall not be reinstated under this Plan.


     3.5  CREDITED SERVICE is used to determine the amount of a Member's 
benefit under section 5.1(b) and a Member's eligibility to begin receiving 
early retirement benefits under sections 2.14 and 2.29(b).  Credited Service 
shall be determined as follows:

     (a)  SERVICE BEFORE JULY 1, 1989.  For employment before July 1, 1989, an
          Employee shall be credited with Credited Service equal to the 
          "Credited Service" he had under the terms of the Prior Plan as of 
          June 30, 1989. (See the Appendix for service dates for participating 
          Employers.)

     (b)  SERVICE AFTER JUNE 30, 1989.  For employment after June 30, 1989, a 
          Member shall receive credit for Credited Service for each Plan Year 
          under the following table:

<TABLE>
                    HOURS OF SERVICE         CREDITED SERVICE
                    ----------------         ---------------- 
<S>                 <C>                      <C>
</TABLE>
                                    -11-

<PAGE>

<TABLE>
<S>                 <C>                      <C>
                    1,700 or more       1 year
                    1,275 - 1,699       3/4 year
                    850 - 1,274         1/2 year
                    425 - 849           1/4 year
                    Less than 425       none
</TABLE>


     For purposes of this subsection (b), a Member's Hours of Service shall not
     include hours attributable to:

          (1)  employment as an Inactive Participant; and 

          (2)  employment in a position where he is not an Eligible Employee. 
               (In no event shall a Member receive credit for more than one year
               of Credited Service for the 12-month period which begins on 
               January 1, 1989 and ends on December 31, 1989.)

     (c)  REINSTATEMENT OF CREDITED SERVICE.  If a Member incurs a Break in 
          Service and is then reemployed as an Eligible Employee, his prior 
          Credited Service shall be reinstated only to the extent that his 
          Vesting Service is reinstated under section 3.4(d).


     3.6  LEASED EMPLOYEES.  A person who is a "leased employee" (as defined 
in Code section 414(n)) of the Company or an Affiliate shall not be 
considered an Employee for purposes of the Plan.  However, if such a person 
participates in the Plan as a result of subsequent employment with the 
Company or an Affiliate, he shall receive Vesting Service and Years of 
Eligibility Service, but not Credited Service, for his employment as a leased 
employee.

     Notwithstanding the preceding provisions of this section, a leased 
employee shall be included as an Employee for purposes of applying the 
requirements described in Code section 414(n)(3).

                              ARTICLE IV. PARTICIPATION


     4.1  DATE OF PARTICIPATION.  Each Employee who was a participant in the 
Prior Plan on June 30, 1989 shall automatically become a Participant in this 
Plan on July 1, 1989, if he is still an Eligible Employee.  Each other 
Employee shall become a Participant in this Plan on the first working day of 
the month coinciding with or next following the latest of the date on which 
the Employee:

     (a)  completes one Year of Eligibility Service;

     (b)  attains age 21: or

     (c)  becomes an Eligible Employee.


     4.2  REENTRY INTO THE PLAN FOLLOWING A BREAK IN SERVICE.  A rehired 
Employee who was previously a Participant shall again become a Participant 
upon completing his first Hour of Service following his reemployment 


                                    -12-

<PAGE>

as an Eligible Employee.  If the rehired Employee was not previously a 
Participant, he shall become a Participant on the date described in section 4.1

     4.3  DURATION.  An Eligible Employee who becomes a Participant shall 
continue to be a Participant or Inactive Participant until he has a Break in 
Service.  Such an individual shall continue to be a Member thereafter for as 
long as he is entitled to receive any benefits under the Plan.

     4.4  EMPLOYEES OF NEWLY ACQUIRED BUSINESSES.  Notwithstanding any 
provision of this Plan to the contrary, a person employed by another company, 
corporation, or business enterprise which was acquired, purchased, or 
operated by, or merged with or consolidated into the Company or any other 
Employer after July 1, 1989, shall not be eligible to become a Participant in 
this Plan unless this Plan is extended to such person or class of persons by 
instrument in writing duly adopted and executed by the Committee acting on 
behalf of the Company (or any other Employer).

     Until and unless provided in that writing, participation shall be denied 
for the period of time such person is employed in relation to such business 
operation.  The Committee shall make such rules, regulations, and other 
determinations as shall be necessary to determine what constitutes employment 
in relation to that business operation.  Unless otherwise provided in the 
instrument extending participation under this section 4.4, no service shall 
be counted under this Plan for any period prior to the date of such 
acquisition, purchase or operation by or merger with or consolidation into 
the Company or any other Employer. Additionally, no Credited Service shall be 
granted prior to the date the Plan is extended to such person or class of 
persons unless specifically provided to the contrary in the writing extending 
the Plan.

                                 ARTICLE V.  BENEFITS


     5.1  NORMAL RETIREMENT BENEFITS.

     (a)  ELIGIBILITY.  A Member who attains Normal Retirement Age while 
          employed by the Company or an Affiliate shall be eligible for a normal
          retirement benefit under this Plan.  Except as otherwise provided in 
          sections 5.6 and 5.7, this normal retirement benefit shall be 
          calculated and paid as a single life annuity commencing on the 
          Member's Normal Retirement Date.  If a Member remains employed or is
          reemployed after his Normal Retirement Date, his benefit payments 
          under this section may be suspended under Article VI.  At Normal 
          Retirement Age, a Member's right to his normal retirement benefit 
          shall be 100 percent vested and nonforfeitable except upon death or
          reemployment.

     (b)  AMOUNT.  Subject to section 5.5, a Member who is eligible for a normal
          retirement benefit under subsection (a) shall be entitled to a monthly
          benefit equal to (1), reduced by (2) where:

          (1)  is the sum of the monthly benefit determined from the following 
               table for each year of Credited Service:


                                    -13-

<PAGE>

<TABLE>
               MEMBER'S BASE HOURLY     MONTHLY ACCRUAL FOR FULL
               WAGE FOR THE PLAN YEAR   YEAR OF CREDITED SERVICE
               ----------------------   ------------------------ 
               <S>                      <C>
                  $5.00 or less                            $10.00
                  $5.01 - $5.50                            $11.00
                  $5.51 - $6.00                            $12.00
                  $6.01 - $6.50                            $13.00
                  $6.51 - $7.00                            $14.00
                  $7.01 - $7.50                            $15.00
                  $7.51 - $8.00                            $16.00
                  etc. by $.50 increments    etc. by $1.00 increments
</TABLE>

     (The accrual under this subsection (b) shall be reduced proportionately for
     each Plan Year in which the Member is credited with less than a full year 
     of Credited Service); and

          (2)  is the retirement benefit (or the Actuarial Equivalent thereof)
               previously paid or payable to the Member under the Prior Plan as
               of his Normal Retirement Date.  

     (c)  MINIMUM BENEFIT.  Notwithstanding any provision to the contrary, in no
          event shall a monthly normal retirement benefit determined under this
          section 5.1 be less than the largest early retirement benefit the 
          Member would have been entitled to receive under section 5.2 by 
          retiring at any time after his Early Retirement Age, but before Normal
          Retirement Age.

     (d)  AGE 70-1/2 COMMENCEMENT.  Notwithstanding any provision in this 
          section 5.1 to the contrary, monthly normal retirement benefits must
          commence no later than April 1 of the year following the year in which
          the Member attains age 70-1/2.  However, a Member who is employed and
          who has attained age 70-1/2 as of January 1, 1988 (and who was not a 
          5 percent owner (as defined in Code section 416(i)) at any time during
          the Plan Year in which he attained age 66-1/2, or during any 
          subsequent Plan Year) may defer commencement of his distribution to 
          April 1 of the year following the year in which he retires.

          The date described above shall be referred to as the Member's 
          "required beginning date."

          In the event that the Member continues his employment beyond his
          required beginning date, the required beginning date shall be his
          Annuity Starting Date for purposes of waiving the Qualified Joint 
          and Survivor Annuity and electing an optional form of payment under 
          sections 5.6 and 5.7.  If a Member remains in employment after his 
          required beginning date, his monthly retirement benefit shall be 
          recalculated and adjusted as of the end of each Plan Year to reflect
          the additional accrual for such Plan Year.  These additional accruals
          shall be offset (but not below zero) by the Actuarial Equivalent of 
          any benefits distributed to the Member after his required beginning 
          date.

          Effective January 1, 1997, the term "required beginning date" means 
          the later of (i) the calendar year in which the Employee attains age 
          70-1/2 or (ii) the calendar year in which the Employee retires, 
          PROVIDED that this clause (ii) shall not apply to any Employee who is
          a 5% owner in the Plan Year in which the Employee attains age 70-1/2.


                                    -14-

<PAGE>

     5.2  EARLY RETIREMENT BENEFITS.

     (a)  ELIGIBILITY.  A Member who attains his Early Retirement Age while 
          employed by an Employer or an Affiliate, but who has not yet reached 
          Normal Retirement Age, shall be eligible for an early retirement 
          benefit under the Plan.  Except as otherwise provided in sections 5.6
          and 5.7, this early retirement benefit shall be calculated and paid as
          a single life annuity commencing on the Member's Early Retirement 
          Date.  If a Member is reemployed after his Early Retirement Date, his
          benefit payments under this section may be suspended under Article VI.

     (b)  AMOUNT.  If the Member's Early Retirement Date is on or after the 
          Member's sixty-second birthday, the monthly benefit payable under 
          subsection (a) shall equal the benefit calculated under section 5.1(b)
          as of the Member's Termination of Service.  If the Member's Early 
          Retirement Date is before his sixty-second birthday, the monthly 
          benefit payable under subsection (a) shall be reduced by six-tenths
          of 1 percent for each month by which the Member's Early Retirement 
          Date precedes the first day of the month coinciding with or next 
          following his sixty-second birthday.

          The early retirement benefit under this subsection (b) will in no 
          event be less than the largest early retirement benefit which the 
          Member would have been entitled to receive under this section by 
          retiring at any time after reaching his Early Retirement Age.

     5.3  DISABILITY RETIREMENT BENEFITS. 

     (a)  ELIGIBILITY.  A Member who has completed at least 15 years of Vesting
          Service, and who incurs a Termination of Service before reaching 
          Normal Retirement Age on account of Disability, shall be eligible for
          a disability benefit under the Plan.

          Prior to the Member's Annuity Starting Date (as defined in section 
          2.3(c)), this disability benefit shall be calculated and paid as a 
          single life annuity commencing on the Member's Disability Retirement 
          Date.  If a Member remains disabled until the first day of the month
          coinciding with or next following his attainment of Normal Retirement
          Age, the disability benefit shall be converted into a normal 
          retirement benefit which shall be calculated and paid as a single life
          annuity (except as otherwise provided in section 5.6). If a Member is
          reemployed after benefits begin under this section 5.3, these payments
          may be suspended under Article VI.

     (b)  AMOUNT.

          (1)  AT DISABILITY RETIREMENT DATE.  The monthly benefit payable to a
               Member on his Disability Retirement Date shall be the amount
               determined under section 5.1(b) based on Credited Service 
               determined as of the Member's Disability Retirement Date.  Except
               as otherwise provided in subsection (c), this amount shall 
               continue to be paid to the disabled Member through the month 
               which immediately precedes the month in which the Member attains
               Normal Retirement Age.

          (2)  UPON NORMAL RETIREMENT AGE.  If the Member remains disabled 
               through the first day of the month coinciding with or next 
               following his attainment of Normal Retirement Age, the benefit 
               determined under paragraph (1) shall be recalculated using the 
               benefit formula in


                                    -15-

<PAGE>

               effect when the Member incurred a Termination of Service on 
               account of Disability, assuming

               (A)  the Member continued to earn Credited Service through the 
                    date on which he attained Normal Retirement Age; and

               (B)  the Member's Base Hourly Wage for each Plan Year following 
                    his Termination of Service on account of Disability is the 
                    same as his Base Hourly Wage at the time he became disabled.

          (3)  MINIMUM DISABILITY BENEFIT FOR CERTAIN MEMBERS.  Notwithstanding
               the provisions of Sections 5.3(b)(1) or 5.3(b)(2), the monthly 
               Disability Retirement Benefit payable under either Section 
               5.3(b)(1) or 5.3(b)(2) to a Member who incurs a Termination of
               Service due to Disability within the 5-year period prior to 
               Normal Retirement Age shall not be less than the monthly 
               Disability Retirement Benefit calculated under this Section 
               5.3(b)(3).

               The minimum monthly Disability Retirement Benefit under this 
               Section 5.3(b)(3) shall be determined in the same manner as the
               amount of the monthly Disability Retirement Benefit is determined
               under Section 5.3(b)(1).  However, if a Member remains disabled 
               after attaining Normal Retirement Age, one Year of Credited 
               Service shall be added for each Plan Year after Normal Retirement
               Age during which the Member remains disabled but in no event 
               shall the total Years of Credited Service for purposes of 
               computing the minimum monthly Disability Retirement under this 
               Section 5.3(b)(3) exceed 5.

               Any increase in a member's monthly Disability Retirement Benefit
               as a result of the application of this Section 5.3(b)(3) shall 
               commence as of the first day of the Plan Year following the plan
               Year in which the additional Year of Credited Service due to 
               remaining disabled after Normal Retirement Age is recognized.

     (c)  RECOVERY FROM DISABILITY.  If a Member recovers from his Disability 
          before reaching Normal Retirement Age, any benefit being paid under 
          this section 5.3 shall be terminated.  The Member shall then be 
          entitled to a benefit under section 5.1, 5.2, or 5.4, whichever is 
          applicable.  This subsequent benefit shall be based on Credited 
          Service up to the date on which the Disability was incurred, plus 
          Credited Service for the period of Disability.

          A Member shall be treated as having recovered from Disability if:

          (1)  the Member engages in any employment for remuneration or profit
               (except employment which has been approved by the Committee for
               purposes of rehabilitation); 

          (2)  on the basis of medical evidence satisfactory to the Committee,
               the Member has sufficiently recovered to resume active 
               employment, and declines an offer of employment by an Employer; 
               or 

          (3)  the Member refuses to submit to a medical examination requested 
               by the Committee, provided that the Committee may not request the
               Member to undergo a medical examination more than once every six
               months.

     5.4  VESTED RETIREMENT BENEFITS.


                                    -16-

<PAGE>

     (a)  ELIGIBILITY.  A Member who has completed at least five years of 
          Vesting Service prior to his Termination of Service, but who is not
          yet eligible for a normal or early retirement benefit, shall be 
          eligible for a vested retirement benefit under the Plan.  Except as 
          otherwise provided in section 5.6, this vested retirement benefit 
          shall be calculated and paid as a single life annuity commencing on 
          the Member's Vested Retirement Date.  If a Member is reemployed after
          his Vested Retirement Date, his benefit payments under this section 
          may be suspended under Article VI.

     (b)  AMOUNT.  A terminated Member who is eligible for a vested retirement
          benefit under subsection (a) shall be entitled to a monthly benefit 
          equal to the benefit calculated under section 5.1(b) as of the 
          Member's Termination of Service.  However, if the Member's Vested 
          Retirement Date precedes the first day of the month coinciding with 
          or next following the Member's sixty-fifth birthday, the benefit 
          payable to the Member shall be reduced by six-tenths of 1 percent for
          each month that the Member's Vested Retirement Date precedes the first
          day of the month coinciding with or next following his sixty-fifth 
          birthday.

     5.5  ADJUSTMENT TO BENEFITS.

     (a)  NONDUPLICATION.  Except as otherwise provided with respect to benefits
          under the Prior Plan, a Member shall not be entitled to any benefits 
          under this Article V with respect to any period of service with the 
          Company or an Affiliate during which the Member is accruing benefits 
          under any other qualified defined benefit plan contributed to by the 
          Company or an Affiliate.

     (b)  COORDINATION OF BENEFITS.  The maximum combined benefit paid from this
          Plan and The New Coleman Company, Inc. Retirement Plan for Salaried 
          Employees (and their respective "Prior Plans") to any Member who 
          retires under this Plan, and has 35 or more total years of Credited 
          Service under both plans, shall be a benefit equal to what the Member
          would have received under The New Coleman Company, Inc. Retirement 
          Plan for Salaried Employees had the Member retired with 35 years of 
          Credited Service under such plan.


                                    -17-

<PAGE>

     5.6  NORMAL FORM OF PENSION FOR MARRIED MEMBERS.

     (a)  NORMAL FORM.  Subject to sections 5.3(a) and 5.7 through 5.9, the form
          of pension payable to a Member who is entitled to a benefit under 
          section 5.1, 5.2, 5.3, or 5.4, and who is married on his Annuity 
          Starting Date, shall be a Qualified Joint and Survivor Annuity.

     (b)  WAIVER PROCEDURES. 

          (1)  GENERAL RULE.  A married Member who is entitled to a normal or 
               early retirement benefit under section 5.1 or 5.2, may elect in
               writing, on a form supplied by the Committee, to waive the 
               Qualified Joint and Survivor Annuity, and to receive benefits in
               accordance with an optional form of payment under section 5.7.  
               Any election by a Member pursuant to this paragraph (1) must be
               filed with the Committee within the 90-day period ending on the
               Member's Annuity Starting Date.  For such an election to be 
               effective:

               (A)  the Member's spouse must consent in writing to such 
                    election; 

               (B)  such election must designate a Beneficiary (if applicable); 

               (C)  the Member's spouse must acknowledge the financial 
                    consequences of such consent; and 

               (D)  such spouse's consent must be witnessed by a Plan 
                    representative or notary public.

          (2)  EXCEPTION TO CONSENT REQUIREMENT.  The consent of a Member's 
               spouse shall not be required where:

               (A)  the Member elects a joint and survivor annuity option under
                    section 5.7(a) with his spouse as Beneficiary; 

               (B)  the Committee determines that the required consent cannot be
                    obtained because there is no spouse or the Member's spouse 
                    cannot be located;

               (C)  the Committee determines that the Member is legally 
                    separated;

               (D)  the Committee determines that the Member has been abandoned
                    within the meaning of local law and there is a court order 
                    to that effect; or

               (E)  there exists any other circumstance (as determined by the
                    Committee) prescribed by law as an exception to the consent
                    requirement.

          (3)  REVOCATION AND MODIFICATION.  An election by a Member under 
               paragraph (1) to waive the Qualified Joint and Survivor Annuity 
               may be revoked by the Member in writing without the consent of 
               his spouse at any time during the election period. Any subsequent
               election by a Member to waive the Qualified Joint and Survivor 
               Annuity, or any subsequent modification of a prior election 
               (other than a revocation of a waiver of the Qualified Joint and
               Survivor Annuity or a change in the form of payment or 
               designation of Beneficiary where there is in effect a valid
               "general consent"), must comply with the requirements in 


                                    -18-

<PAGE>

               paragraph (1) above.  A spouse's consent shall be considered a 
               "general consent" if the following requirements are satisfied:

               (A)  the consent permits the Member to waive the Qualified Joint
                    and Survivor Annuity;

               (B)  the consent permits the Member to change the optional form 
                    of benefit payment and/or the Beneficiary without any 
                    requirement of further consent by the spouse; and

               (C)  the spouse acknowledges in the consent that:

                    (i)  he has the right to limit consent to a specific 
                         optional form of benefit and/or Beneficiary (as 
                         applicable), and

                    (ii) he voluntarily relinquishes either or both of such 
                         rights (as applicable).

     (c)  NOTICE AND EXPLANATION TO MEMBERS.  The Committee shall provide to 
          each Member (by mail or personal delivery), between 30 and 90 days 
          before the Member's Annuity Starting Date, a written explanation of
          the Qualified Joint and Survivor Annuity.  This explanation shall 
          describe the terms and conditions of the benefit, the material 
          features and relative values of other optional forms of benefit 
          available under the Plan, the Member's right to make (and the effect
          of) an election to waive the benefit, the right of the Member's 
          spouse to consent in writing to the waiver, and the right to make 
          (and the effect of) a revocation of an election to waive the benefit.

     5.7  OPTIONAL METHODS OF PAYMENT.  In lieu of the normal form of benefit 
otherwise payable under section 5.1, 5.2, or 5.6, a Member who is entitled to 
a normal or early retirement benefit may elect to receive his benefit under 
an optional method of payment. Any such election made by a married Member 
must comply with the requirements of section 5.6(b).  Any such election by an 
unmarried Member shall be valid only if the Member is furnished with an 
explanation of the material features of the optional forms of payment within 
the notice period described in section 5.6(e). Instead of a Qualified Joint 
and Survivor Annuity, a Member who is married on his Annuity Starting Date 
may elect a single life annuity or one of the optional payment forms 
described in this section 5.7.  Instead of a single life annuity, a Member 
who is not married on his Annuity Starting Date may elect one of the optional 
payment forms described in this section 5.7.  Each optional payment form 
described below shall be the Actuarial Equivalent of a single life annuity 
payable for the lifetime of the Member.

     (a)  JOINT AND SURVIVOR ANNUITY OPTION.  A joint and survivor annuity 
          option is a reduced monthly retirement benefit payable to the 
          Member for life and to the Member's surviving Beneficiary for the
          lifetime of such Beneficiary in an amount equal to either 50 percent
          or 100 percent (as elected by the Member) of the amount payable 
          during the Member's lifetime.  (Any election under this subsection 
          (a) shall be null and void if the Beneficiary designated by the Member
          dies before the Member's Annuity Starting Date.)

     (b)  CERTAIN AND LIFE ANNUITY OPTION.  A certain and life annuity option 
          is a reduced monthly retirement benefit payable to the Member for 
          life, and if he dies before receiving 60 or 120 monthly payments (as
          elected by the Member), such payments shall continue to the Member's 
          Beneficiary until a total of 60 or 120 monthly payments have been 
          made. 


                                    -19-

<PAGE>

     If a Member elects an optional form of payment under this section 5.7 
and dies before his Annuity Starting Date, his election shall be null and 
void, and any benefits with respect to the Member shall be payable in 
accordance with Article VII (regarding preretirement death benefits).

     5.8  INCIDENTAL DEATH BENEFITS.  No optional forms of retirement 
benefits shall be granted under section 5.7 above that would extend the 
payment period longer than (i) the lifetime of the Member or the joint lives 
of the Member and his Beneficiary or (ii) the Member's life expectancy or the 
joint life expectancies of the Member and his Beneficiary.  In addition, no 
optional method of payment in the form of an annuity shall be permitted 
unless the minimum distribution incidental benefit rule is satisfied.  This 
rule will automatically be satisfied if distribution is in the form of a 
Qualified Joint and Survivor Annuity or if the Member's spouse is his 
designated Beneficiary. Otherwise, this rule is satisfied if the distribution 
satisfies subsection (a) or (b) below.

     (a)  ANNUITY OPTION.  If distribution is made in the form of a nonspouse
          annuity, the periodic annuity payments payable to the Beneficiary may
          not exceed the "applicable percentage" of the annuity payments payable
          to the Member.  The "applicable percentage" shall be determined under
          regulations under Code section 401(a)(9), and in particular pursuant 
          to the appropriate table in section 1.401(a)(9)-2 of these 
          regulations.

     (b)  PERIOD CERTAIN AND LIFE ANNUITY.  If distribution is made in the form
          of a nonspouse period certain and life annuity, the "period certain" 
          may not exceed the "applicable period" determined under regulations 
          under Code section 401(a)(9), and in particular pursuant to the 
          appropriate table in section 1.401(a)(9)-2 of these regulations.

     5.9  PAYMENT OF SMALL AMOUNTS.

     (a)  GENERAL RULE.  If the single sum value of the benefit payable to a 
          Member under this Article V (or the benefit payable to a surviving 
          spouse under section 7.1) does not exceed $3,500, the benefit shall
          be paid in a single sum as soon as practicable following the Member's
          Retirement Date, Termination of Service, or death (whichever is 
          applicable).  

          A Member who has a Termination of Service and whose vested benefit
          is zero shall be deemed to have received an immediate single sum 
          payment of his benefit and shall thereupon cease to be a Member.

     (b)  DIRECT ROLLOVERS.  In the event a single sum distribution shall become
          available to a Member (or a Member's surviving spouse) after December 
          31, 1992, the Distributee may elect, subject to the provisions of this
          subsection 5.9(b), at the time and in the manner prescribed by the
          Committee, to have any portion of an Eligible Rollover Distribution 
          paid directly to an Eligible Retirement Plan specified by the 
          Distributee in a Direct Rollover.

               (1)  DEFINITIONS.

               (A)  ELIGIBLE ROLLOVER DISTRIBUTION.  An Eligible Rollover
                    Distribution is any distribution of all or any portion of
                    the balance to the credit of the Distributee, except that an
                    Eligible Rollover Distribution does not include:  any
                    distribution that is one of a series of substantially equal


                                    -20-

<PAGE>

                    periodic payments (not less frequently than annually) made
                    for the life (or life expectancy of the Distributee or the
                    joint lives (or joint life expectancies) of the Distributee
                    and the distributee's designated beneficiary, or for a
                    specified period of ten years or more; any distribution to
                    the extent such distribution is required under Section
                    401(a)(9) of the Code; and the portion of any distribution
                    that is not includable in gross income (determined without
                    regard to the exclusion for net unrealized appreciation with
                    respect to employer securities).

                    The Committee will not permit a Distributee to elect a
                    Direct Rollover of his or her distributions during a Plan
                    Year if such distributions are reasonably expected to total
                    less than $200 (regardless of whether such distributions
                    might qualify as Eligible Rollover Distributions).

               (B)  ELIGIBLE RETIREMENT PLAN.  An Eligible Retirement Plan is an
                    individual retirement account described in Section 408(a) of
                    the Code, an individual retirement annuity described in
                    Section 408(b) of the Code, an annuity plan described in
                    Section 403(a) of the Code, or a qualified trust described
                    in Section 401(a) of the Code, that accepts the
                    Distributee's Eligible Rollover Distribution.  However, in
                    the case of an Eligible Rollover Distribution to the
                    surviving spouse, an Eligible Retirement Plan is an
                    individual retirement account or individual retirement
                    annuity.

               (C)  DISTRIBUTEE.  A Distributee includes an employee or former
                    employee.  In addition, the employee's or former employee's
                    surviving spouse and the employee's or former employee's
                    spouse or former spouse who is the alternate payee under a
                    qualified domestic relations order, as defined in Section
                    414(p) of the Code, are Distributees with regard to the
                    interest of the spouse or former spouse.

               (D)  DIRECT ROLLOVER.  A Direct Rollover is a payment by the plan
                    to the Eligible Retirement Plan specified by the
                    Distributee.

               (E)  DIVIDED DISTRIBUTIONS.  The Committee shall permit a
                    Distributee to elect to have a portion of his or her
                    eligible Rollover Distribution paid to an Eligible
                    Retirement Plan in a Direct Rollover and to have the
                    remainder of that distribution paid to the Distributee,
                    PROVIDED, HOWEVER, if the Distributee elects to have only a
                    portion of an Eligible Rollover paid to an Eligible
                    Retirement Plan in a Direct Rollover, that portion must
                    equal at least $500.  If the entire amount of the Eligible
                    Rollover Distribution is $500 or less, the distributee is
                    not permitted to divide the distribution.

               A Member who has a Termination of Service and whose vested
               benefit is zero shall be deemed to have received an immediate
               single sum payment of his benefit and shall thereupon cease to
               be a Member.

     5.10 MAXIMUM ANNUAL BENEFITS.

                                     -21-
<PAGE>

     (a)  Notwithstanding any other provision of this Plan to the contrary, in
          no event may the annual benefit provided under this Plan (together
          with that provided by all other defined benefit plans of the Company
          and all Affiliates) for any Member for a limitation year exceed the
          lesser of:

          (1)  $90,000, or

          (2)  100 percent of the Member's average annual compensation (as
               defined in Treasury regulation section 1.415-2(d)) over the
               three consecutive years during which he had the greatest
               aggregate compensation from the Company and all Affiliates.

          For purposes of the Plan, the limitation year shall be the Plan Year.

          If a Member has fewer than ten years of participation in the Plan,
          the dollar limit described in paragraph (1) shall be multiplied by a
          fraction (not to be less than 1/10 or greater than one), the
          numerator of which is the Member's years of participation in the
          Plan and the denominator of which is ten.

          If a Member has fewer than ten years of Vesting Service, the
          compensation limit described in paragraph (2) shall be multiplied by
          a fraction (not to be less than 1/10 or greater than one), the
          numerator of which is the Member's years of Vesting Service and the
          denominator of which is ten.

     (b)  The limits of subsection (a) shall be adjusted to reflect the form
          of benefits described in section 5.7. The limits shall also be
          adjusted if a Member's Annuity Starting Date does not coincide with
          the Member's attaining Social Security Retirement Age.  These
          adjustments shall be made as specified in Code section 415(b)(2).

     (c)  The limit in subsection (a)(l), and the limit in subsection (a)(2)
          for a Member who has incurred a Termination of Service, shall be
          adjusted for increases in the cost of living in the manner specified
          in applicable regulations.

     (d)  In applying the limitations on benefits hereunder, the qualified
          plans of any employer that is not the Company or an Affiliate shall
          be aggregated with the Plan or any other plan of the Company or an
          Affiliate if the employer would be an Affiliate if the phrase "at
          least 80 percent" in Code section 1563(a)(1), in applying such
          section to Code section 414(b) or (c), were replaced with "more than
          50 percent."

     (e)  If any Member is a participant in a defined contribution plan of the
          Company or any Affiliate, the sum of the "defined benefit plan
          fraction" and the "defined contribution plan fraction" (as such
          terms are defined in Code section 415(e)) for any Plan Year with
          respect to the Member shall not exceed one.  (This defined
          contribution plan fraction shall be adjusted to the extent permitted
          by section 1106(i)(4) of the Tax Reform Act of 1986. Any annual
          additions made for Plan Years beginning before January 1, 1987 shall
          be determined in the manner prescribed by the Code prior to the
          enactment of the Tax Reform Act of 1986.)  Effective January 1,
          1993, if this sum would otherwise exceed one, the Member's
          retirement benefits shall be reduced in the following order to
          comply with the requirements of this subsection:

          (1)  benefits under this Plan shall be reduced first;

                                     -22-
<PAGE>

          (2)  if additional reductions are required to comply with this
               subsection, the Member's benefits under any other defined
               benefit plan maintained by the Company or an Affiliate shall
               then be reduced; and

          (3)  if the reductions in paragraphs (1) and (2) are not sufficient
               to comply with this subsection, the Member's allocations to any
               defined contribution plan shall then be reduced.

          (However, in no event will a benefit adjustment under this
          subsection (e) cause a Member's accrued benefit under this Plan to
          be reduced below that which had accrued as of December 31, 1992.)

     (f)  If a Member was a participant in any other defined benefit plan
          maintained by the Company or an Affiliate before January 1, 1983, or
          January 1, 1987, nothing in this section 5.10 shall limit or
          prohibit payment under those plans of benefits accrued prior to
          those dates.

     5.11 WITHHOLDING TAXES.  The Company or Affiliate may withhold from a
Member's compensation, and the Trustee may withhold from any payment under
this Plan, any taxes required to be withheld with respect to contributions or
benefits under this Plan and such sum as the Company, Affiliate, or Trustee
may reasonably estimate as necessary to cover any taxes for which they may be
liable and which may be assessed with respect to contributions or benefits
under this Plan.

                   ARTICLE VI.  SUSPENSION OF BENEFITS UPON CERTAIN
                              EMPLOYMENT OR REEMPLOYMENT

     6.1  REEMPLOYMENT BEFORE NORMAL RETIREMENT DATE.  If a Member is
reemployed by the Company or an Affiliate before his Normal Retirement Date,
but after he has begun to receive a benefit under the Plan:

     (a)  benefit payments under the Plan shall cease during the period of his
          reemployment;

     (b)  upon the Member's subsequent Termination of service, benefits under
          the Plan shall be redetermined as if he then first retires, based on
          Credited Service and Compensation earned before and after his
          absence;

     (c)  this redetermined benefit shall then be reduced by the Actuarial
          Equivalent value of all payments previously received prior to the
          Member's reemployment (but not below the amount of benefits paid on
          account of his prior retirement); and

     (d)  the Member shall be entitled during his period of reemployment
          (subject to the election procedures of sections 5.6 and 5.7) to
          revise any prior election affecting the form in which benefits are
          paid.

     6.2  CONTINUED EMPLOYMENT OR REEMPLOYMENT ON OR AFTER NORMAL RETIREMENT
DATE. In the case of a Member who remains employed or is reemployed by the
Company or an Affiliate after his Normal Retirement Date:

     (a)  no benefits shall be paid under the Plan for any month in which he is
          compensated for 40 or more Hours of Service;

                                     -23-
<PAGE>

     (b)  for periods of employment or reemployment described in subsection
          (a), Department of Labor regulation section 2530.203-3, including
          the notice procedures described in section 6.3, shall be followed;

     (c)  benefits paid after a subsequent Termination of Service shall not be
          adjusted on account of payments suspended during period of
          employment or reemployment; and

     (d)  in the case of a Member who is reemployed after his Normal
          Retirement Date:

          (1)  benefits under the Plan shall be redetermined upon the Member's
               subsequent Termination of Service as if he then first retired,
               based on Credited Service and Compensation earned before and
               after his absence;

          (2)  this redetermined benefit shall then be reduced by the
               Actuarial Equivalent value of all payments previously received
               prior to the Member's reemployment (but not below the amount of
               benefits paid on account of his prior retirement); and

          (3)  the Member shall be entitled during such period of reemployment
               (subject to the election procedures of sections 5.6 and 5.7) to
               revise any prior elections affecting the form in which benefits
               are paid.

     In no event shall benefits payable to a Member after his "required
beginning date" (as defined in section 5.1(d)) be suspended under this Article
VI.

     6.3  SUSPENSION OF BENEFITS NOTICE PROCEDURES.  If a Member's benefits
are suspended after Normal Retirement Age under this Article VI, the Committee
shall notify the Member of such suspension.  This notice shall be by personal
delivery or first class mail during the first calendar month for which
payments are withheld. This notice shall contain:

     (a)  a general description of the reasons why payments are suspended;

     (b)  a general description of the Plan provisions relating to the
          suspension of benefits;

     (c)  a copy of such Plan provisions;

     (d)  a statement that applicable Department of Labor regulations may be
          found in section 2530.203-3 of the Code of Federal Regulations; and

     (e)  a statement that a review of the suspension may be requested under the
          claims procedure found in section 9.7.

                             ARTICLE VII.  DEATH BENEFITS

     7.1  PRERETIREMENT DEATH BENEFITS FOR MARRIED MEMBERS.

                                     -24-
<PAGE>

     (a)  ELIGIBILITY.  The surviving spouse of a married Member who has a
          nonforfeitable right to a retirement benefit under Article V, and
          who dies prior to his Annuity Starting Date, shall be entitled to a
          preretirement survivor annuity in an amount determined under
          subsection (b).

     (b)  AMOUNT OF BENEFITS.  Except as provided below, the monthly payments
          to a surviving spouse under this section 7.1 shall equal the amounts
          which would have been payable as a survivor annuity under the
          Qualified Joint and Survivor Annuity under the Plan if

          (1)  in the case of a Member who dies after his Earliest Retirement
               Age, such Member had retired with an immediate Qualified Joint
               and Survivor Annuity on the day before his death, or

          (2)  in the case of a Member who dies on or before attaining his
               Earliest Retirement Age, such Member had terminated employment
               on the date of death (if his employment had not yet
               terminated), survived to his Earliest Retirement Age, retired
               with an immediate Qualified Joint and Survivor Annuity on his
               Earliest Retirement Age, and died on the day after the day on
               which he would have attained his Earliest Retirement Age.

          If, pursuant to subsection (c) below, a spouse elects to defer the
          commencement of the preretirement survivor annuity, the amount of the
          benefit payable thereunder shall be increased (as if the Member had
          deferred commencement of his benefit) to reflect such deferral.

     (c)  COMMENCEMENT.  Unless the spouse elects a later commencement date,
          payment of the preretirement death benefit under this section 7.1
          shall commence on the first day of the month coinciding with or
          immediately following

          (1)  the date of the Member's death, in the case of a Member who
               dies on or after attaining his Earliest Retirement Age; or

          (2)  the date the Member would have attained his Earliest Retirement
               Age, in the case of a Member who dies before attaining such
               age. In no event, however, may the surviving spouse defer the
               commencement of benefits under this subsection (c) beyond the
               first day of the month coinciding with or next following the
               Member's Normal Retirement Age.

     7.2  NO REDUCTION TO OTHER BENEFITS.  The monthly retirement benefits
payable to a Member if he does not die prior to his Annuity Starting Date, and
the amount payable to his surviving spouse under this Article VII, shall not
be reduced to reflect the cost of coverage under this Article VII.

     7.3  ADDITIONAL DEATH BENEFITS.  Effective October 11, 1994 solely with
respect to Members employed at Soniform, Inc. (Soniform Member), in addition
to any other benefits payable on account of a Soniform Member's death under
Article V or Article VII, the Beneficiary of a Soniform Member who either dies:

     (a)  after his Annuity Starting Date; or

     (b)  while actively employed, but after reaching Early Retirement Age

shall be entitled to an additional death benefit under this Section 7.3.  The
additional benefit for the Beneficiary of a Soniform Member described in
subsection (a) shall be paid in a lump sum and such additional post annuity
starting

                                     -25-
<PAGE>

date death benefit shall equal the amount that would have been paid over a
period limited to twelve months, calculated as if the Soniform Member had
elected a single life annuity regardless of which benefit option the Soniform
Member actually elected.

The additional benefit for the Beneficiary of a Soniform Member described in
subsection (b) shall be paid in a lump-sum and such additional post-Early
Retirement Age death benefit shall equal the amount that would have been paid
over a period limited to twelve months, calculated as if the Soniform Member
had retired as of the first day of the month in which his death occurred and
had elected a single life annuity.  In addition, the Beneficiary of Soniform
Member described in subsection (b) shall receive a lump sum payment equal to
the amount that would have been paid in a single month, calculated as if the
Soniform Member had elected a 50% Qualified Joint and Survivor Annuity.

                               ARTICLE VIII. FINANCING

     8.1  FINANCING.  The Company shall maintain a Retirement Fund as a part
of the Plan to implement the provisions of the Plan and to finance the
benefits under the Plan.  The Company shall enter into one or more Trust
Agreements or insurance contracts, or shall cause insurance contracts to be
held under a Trust Agreement. Any Trust Agreement 80 designated shall
constitute a part of this Plan.  All rights that may accrue to any person
under this Plan shall be subject to all the terms and provisions of the Trust
Agreement.

     The Company, by action of the Board, may modify any Trust Agreement or
insurance contract from time to time to accomplish the purposes of the Plan.
The Company may replace any insurance company or appoint a successor Trustee
or Trustees.  By entering into Trust Agreements or insurance contracts, the
Company shall establish a funding policy for the Plan.  The Company shall vest
in the Trustee and/or in one or more investment managers appointed under the
Trust Agreement responsibility for the management and control of the
Retirement Fund pursuant to such funding policy.  If the Company appoints any
investment manager, the Trustee shall not be liable for the acts or omissions
of this investment manager or have any responsibility to invest or otherwise
manage any portion of the Retirement Fund subject to the management and
control of the investment manager.

     8.2  CONTRIBUTIONS.  The Employers shall make contributions to the
Retirement Fund which, under accepted actuarial principles, are at least
sufficient to maintain the Plan as a qualified employee defined benefit plan
meeting the minimum funding standard requirements of the Code.  All
contributions made by the Employers hereunder are strictly conditioned on
their deductibility under Code section 404.  (Employee contributions are
neither required nor permitted.)

     Except as provided in Title I and Title IV of ERISA, all benefits payable
under the Plan shall be payable only from the Retirement Fund.  No liability
for the payment of benefits under the Plan shall be imposed on the Company,
Affiliates, Trustees, or officers, directors, or shareholders of the Company
or the Affiliates.

     Forfeitures arising under the Plan for any reason shall be used as soon
as possible to reduce the contributions of the Employers.

     8.3  NONREVERSION.  The Employers shall not have any right, title, or
interest in the contributions made to the Retirement Fund under the Plan.  No
part of the Retirement Fund shall revert to the Employers except as follows:

                                     -26-
<PAGE>

     (a)  If the Internal Revenue Service initially determines that the Plan
          does not meet the requirements of Code section 401(a), the Plan
          shall be null and void from July 1, 1989, and any contributions
          shall be returned to all Employers within one year following such
          determination (unless the Employers elect to change the Plan as
          necessary to obtain a determination from the Internal Revenue
          Service that the Plan meets the requirements of Code section 401(a)).

     (b)  Upon complete termination of the Plan and the allocation and
          distribution of the Retirement Fund under section 10.2, any funds
          remaining in the Retirement Fund after the satisfaction of all fixed
          and contingent liabilities under the Plan shall revert to the
          Employers at that time.

     (c)  An Employer contributes to the Retirement Fund on the condition its
          contribution is not due to a mistake of fact and the Revenue Service
          will not disallow its deduction for that contribution.  The Trustee,
          upon written request from an Employer, must return to the Employer
          the amount of the Employer's contribution made by the Employer by
          mistake of fact or the amount of the Employer's contribution
          disallowed as a deduction under Code Section 404.  The Trustee will
          not return any portion of the Employer's contribution under the
          provisions of this Subsection more than one year after:

            (1)     the Employer made the contribution by mistake of fact; or

            (2)     the disallowance of the contribution as a deduction, and
                    then, only to the extent of the disallowance.

          Furthermore, the Trustee will not increase the amount of the Employer
          contribution returnable under this Subsection for any earnings
          attributable to the contribution, but the Trustee will decrease the
          Employer contribution returnable for any losses attributable to it.
          The Trustee may require the Employer to furnish it whatever evidence
          the Trustee deems necessary to enable the Trustee to confirm the
          amount the Employer has requested be returned is properly returnable
          under ERISA.

                              ARTICLE IX. ADMINISTRATION

     9.1  COMMITTEE AND FIDUCIARY.  The Company shall be responsible for the
general administration of the Plan.  The Company shall be the "administrator"
within the meaning of ERISA section 3(16)(A) and the "named fiduciary" under
ERISA section 402. The Committee shall act on behalf of the Company with
respect to all matters relating to Plan administration.

     The Committee shall be composed of as many members as the Board may
appoint from time to time and shall hold office at the pleasure of the Board.
Any member of the Committee may resign by delivering his written resignation
to the Board.  Vacancies in the Committee arising by resignation, death,
removal, or otherwise shall be filled by the Board.

     9.2  COMPENSATION AND EXPENSES.  A member of the Committee shall serve
without compensation for services as such if he is receiving full-time pay
from the Company or an Affiliate as an Employee.  Any member of

                                     -27-
<PAGE>

the Committee may receive reimbursement from the Retirement Fund, to the
extent not paid by an Employer in its sole and absolute discretion, for
expenses properly and actually incurred.

     9.3  MANNER OF ACTION.  A majority of the members of the Committee at the
time in office shall constitute a quorum for the transaction of business.  All
resolutions adopted and other actions taken by the Committee at any meeting
shall be by a majority vote of those present at any such meeting.  Upon the
unanimous concurrence of the members at the time in office, action of the
Committee may be taken other that at a meeting.

     9.4  CHAIRMAN, SECRETARY, AND SPECIALISTS.  The members of the Committee
may elect one of their number as chairman and may elect a secretary who may,
but need not, be a member of the Committee.  They may authorize one or more of
their number or any agent to execute or deliver any instrument or instruments
on their behalf.  The Committee may employ any counsel, auditors, and other
specialists, and any clerical, actuarial, and other services as it may require
in carrying out the provisions of the Plan.  These expenses shall be paid by
the Retirement Fund to the extent not paid by the Employers in their sole and
absolute discretion.

     9.5  RECORDS.  All resolutions, proceedings, acts, and determinations of
the Committee shall be recorded by the secretary thereof or under his
supervision.  All such records, together with any documents and instruments as
may be necessary for the administration of the Plan, shall be preserved in the
custody of the secretary.

     9.6  ADMINISTRATION.  Except with respect to duties delegated under the
terms of the Plan, the Committee shall be responsible for the administration
of the Plan.  The Committee shall have all powers necessary or appropriate to
carry out the provisions of the Plan.  It may, from time to time, establish
rules for the administration of the Plan and the transaction of the Plan's
business.

     In making any determination or rule, the Committee shall pursue uniform
policies established by the Committee.  It shall not discriminate in favor of
or against any Member.  The Committee shall have the exclusive right to make
any finding of fact necessary or appropriate for any purpose under the Plan
including, but not limited to the exclusive right and discretionary authority
to make determination of the eligibility for and the amount of any benefit
payable under the Plan.  The Committee shall have the exclusive right and
discretionary authority to interpret the terms and provisions of the Plan and
to determine any and all questions arising under the Plan or in connection
with the administration thereof, including, without limitations the right to
remedy or resolve possible ambiguities, inconsistencies, or omissions, by
general rule or particular decision.  The Committee shall make, or cause to be
made, all reports or other filings necessary to meet the reporting,
disclosure, and other filing requirements of ERISA that are the responsibility
of "plan administrators" under ERISA.

     To the extent permitted by law, all findings of fact, determinations,
interpretations, and decisions of the Committee shall be conclusive and
binding upon all persons having or claiming to have any interest or right
under the Plan.

     In carrying out its responsibilities hereunder, the Committee shall have
the utmost discretion permitted by law.

     9.7  APPEALS FROM DENIAL OF CLAIMS.  If any claim for benefits under the
Plan is wholly or partially denied, the claimant shall be given notice in
writing of the denial.  This notice shall be given, within a reasonable period
of time after receipt of the claim by the Committee (not to exceed 90 days
after receipt of the claim, except

                                     -28-
<PAGE>

that if special circumstances require an extension of time, written notice of
the extension shall be furnished to the claimant, and an additional 90 days
will be considered reasonable).

     This notice shall be written in a manner calculated to be understood by the
claimant and shall set forth the following information:

     (a)  the specific reasons for the denial;

     (b)  specific reference to the Plan provisions on which the denial is
          based;

     (c)  a description of any additional material or information necessary
          for the claimant to perfect the claim and an explanation of why this
          material or information is necessary; and

     (d)  an explanation that a full and fair review by the Committee of the
          decision denying the claim may be requested by the claimant or his
          authorized representative by filing with the Committee, within 60
          days after the notice has been received, a written request for the
          review; and

     (e)  if such request is so filed, the claimant or his authorized
          representative may review pertinent documents and submit issues and
          comments in writing within the same 60-day period specified in
          sub-section (d) above.

     The decision of the Committee upon review shall be made promptly, and not
later than 60 days after the Committee's receipt of the request for review,
unless special circumstances require an extension of time for processing.  In
such a case the claimant shall be so notified and a decision shall be rendered
as soon as possible, but not later than 120 days after receipt of the request
for review.  If the claim is denied, wholly or in part, the claimant shall be
given a copy of the decision promptly.  The decision shall be in writing,
shall include specific reasons for the denial, shall include specific
references to the pertinent Plan provisions on which the denial is based, and
shall be written in a manner calculated to be understood by the claimant.

     9.8  NOTICE OF ADDRESS AND MISSING PERSONS.  Each person entitled to
benefits under the Plan must file with the Committee or its agent, in writing,
his post office address and each change of post office address.  Any
communication, statement, or notice addressed to such a person at his latest
reported post office address will be binding upon him for all purposes of the
Plan. The Committee, the Company, Affiliates, or Trustee shall not be obliged
to search for or ascertain his whereabouts.  If a person cannot be located,
the Committee may direct that his benefit and all further benefits with
respect to him shall be discontinued and all liability for the payment thereof
shall terminate. However, in the event of the subsequent reappearance of the
Member or Beneficiary prior to termination of the Plan, the benefits that were
due and payable shall be paid in a single sum, and the future benefits due
such person shall be reinstated in full.

                                     -29-
<PAGE>

     9.9  DATA AND INFORMATION FOR BENEFITS.  All persons claiming benefits
under the Plan must furnish to the Committee or its designated agent such
documents, evidence, or information as the Committee or its designated agent
consider necessary or desirable to administer the Plan.  Any such person must
furnish this information promptly and sign any documents the Committee or its
designated agent may require before any benefits become payable under the Plan.

     9.10 INDEMNITY FOR LIABILITY.  The Company shall indemnify each member of
the Committee against any and all claims, losses, damages, and expenses
(including counsel fees) incurred by the Committee.  The Company shall
indemnify the Committee members against any liability (including any amounts
paid in settlement with the Committee's approval) arising from the member's or
Committee's action or failure to act.  The Company is not liable to indemnify
these persons against claims, losses, damages, expenses, or liabilities when
the same is judicially determined to be attributable to gross negligence or
willful misconduct. The Company shall pay the premiums on any bond secured
under this section and shall be entitled to reimbursement by the other
Employers for their proportionate share.

     9.11 EFFECT OF A MISTAKE.  In the event of a mistake or misstatement as
to the eligibility, participation, or service of any Member, or the amount of
payments made or to be made to a Member or Beneficiary, the Committee shall,
if possible, cause such payment amounts to be withheld, accelerated, or
otherwise adjusted as will in its sole judgment result in the Member or
Beneficiary receiving the proper amount of payments under this Plan.

     9.12 SELF INTEREST.  A member of the Committee who is also a Member shall
not vote on any question relating specifically to himself.

                         ARTICLE X. AMENDMENT AND TERMINATION

     10.1 AMENDMENT AND TERMINATION.  The Company hereby reserves the right,
at will, to amend or modify in any respect, or to terminate, the Plan at any
time, for any reason whatsoever.  The Company may make any modifications or
amendments to the Plan, retroactively if necessary or appropriate, to qualify
or maintain the Plan as a plan meeting the requirements of Code Section 401(a)
and ERISA.

     No amendment of the Plan shall cause any part of the Retirement Fund to
be used for or diverted to purposes other than the exclusive benefit of the
Members or Beneficiaries.  No plan amendment may (a) eliminate or exclude an
early retirement benefit or a retirement-type subsidy (as defined in Treasury
Regulations) or (b) eliminate an optional form of benefit with respect to
benefits attributable to service before the amendment, except as permitted
under Code Section 411(d)(6). Retroactive plan amendments may not decrease the
monthly normal retirement benefit of any Member determined as of the time the
amendment was adopted (except to the extent permitted under Code Section
412(c)(8)).

     10.2 DISTRIBUTION ON TERMINATION.  Upon termination or partial
termination of the Plan, the rights of the Members who are employed by the
Company or an Affiliate on the date of termination (and who in the case of a
partial termination are affected thereby) to their monthly normal retirement
benefit as of the date of such termination shall be nonforfeitable to the
extent then funded.  However, in no event shall any Member or Beneficiary have
recourse to other than the Retirement Fund and, if applicable, the Pension
Benefit Guaranty Corporation.

                                     -30-

<PAGE>

     In the case of a complete termination of the Plan, the assets then held 
in the Retirement Fund shall be allocated, after payment of all expenses of 
administration or liquidation, in the manner prescribed by ERISA section 
4044.  If any assets remain, they shall revert to the Employers as provided 
in section 8.3.

     At the Committee's discretion, distribution may be implemented through 
the continuance of the Retirement Fund, the creation of a new retirement 
fund, the purchase of nontransferable annuity contracts, a cash distribution, 
or a combination thereof, subject to the requirements of the Pension Benefit 
Guaranty Corporation.

     10.3 MERGER, CONSOLIDATION, OR TRANSFER.  In the case of any merger or 
consolidation of the Plan with--or in the case of any transfer of assets or 
liabilities of the Plan to or from--any other plan, each Member in the Plan 
shall (if the Plan then terminated) receive a benefit immediately after the 
merger, consolidation, or transfer that is equal to or greater than the 
benefit he would have been entitled to receive immediately before the merger, 
consolidation, or transfer (if the Plan had then terminated).  Subject to the 
provisions of this Section, the Plan may be amended to provide for the merger 
of the Plan, in whole or in part, a spinoff of a portion of the Plan, or a 
transfer of all of a part of the Plan's assets to any other qualified plan 
within the meaning of Section 401(a) or 403(a) of the Code, including such a 
merger, spinoff or transfer in lieu of a distribution which might otherwise 
be required under the Plan.


                     ARTICLE XI.  RESTRICTIONS ON BENEFITS

     11.1 TEMPORARY RESTRICTIONS ON BENEFITS FOR MEMBERS OF EACH EMPLOYER.  

     (a)  Notwithstanding any other provisions in the Plan to the contrary, 
     in the event of the termination of the Plan, the benefit of any Highly 
     Compensated Employee (and any former Highly Compensated Employee) is 
     limited to a benefit that is nondiscriminatory under Code Section 
     401(a)(4).
     
     (b)  In any year, the annual benefits payable under the Plan for the 25 
     highest paid Members described in (a) above will be restricted to an 
     amount equal to the payments that would be restricted to an amount equal 
     to the payments that would be made on the Member's behalf under a single 
     life annuity that is the actuarial equivalent of the sum of the Member's 
     accrued benefit and the Member's other benefits (if any) under the Plan.

     (c)  The restriction of Subsection (b) above will not apply, however, if:

           (1) after payment to such a Member of all benefits described in
               Regulation Section 1.401(a)(4)-5(b)(3)(iii), the value of Plan
               assets equals or exceeds 110% of the value of current liabilities
               as defined in Code Section 412(l)(7);

           (2) the value of the benefits described in Regulation Section
               1.401(a)(4)-5(b)(3)(iii) for such a Member is less than 1% of the
               value of current liabilities before distribution;

           (3) the value of the benefits described in Regulation Section
               1.401(a)(4)-5(b)(3)(iii) is $3,500 or less; or

                                      -31-
<PAGE>

           (4) the Commissioner of Internal Revenue determines that such
               restrictions are not necessary to prevent the prohibited
               discrimination that may occur in the event of an early
               termination of the Plan.

     (d)  In the event the Plan ever provides a benefit which would otherwise 
     be payable under the Plan to a Member or former Member but which would 
     be restricted by the provisions of this Section 11.1, the Committee may 
     authorize the Trustees to enter into an escrow agreement, bond, or 
     letter of credit with the affected Member or former Member and a 
     suitable financial institution so that benefits can be distributed to 
     such Member or former Member without regard to the limitations which 
     would otherwise be applicable under this Section 11.1. Any such escrow, 
     bond, or letter of credit shall be structured in accordance with Rev. 
     Rul. 92-76 (or other applicable Treasury Department guidance) so that 
     the Trust shall have a legally enforceable right and guarantee to 
     additional assets (other than assets already owned by the Trust) in the 
     event the plan terminates and the applicable provisions of this Section 
     would restrict the distribution of a portion of the Participant's 
     payment.  

                       ARTICLE XII.  TOP-HEAVY PROVISIONS

     12.1 APPLICATION OF TOP-HEAVY PROVISIONS.

     (a)  SINGLE PLAN DETERMINATION.  Except as provided in subsection (b)(2) 
          below, if as of a Determination Date the sum of the Section 416 
          Benefits of Key Employees and the Beneficiaries of deceased Key 
          Employees exceeds 60 percent of the Section 416 Benefits of all 
          Members and Beneficiaries of other than former Key Employees, the 
          Plan is top-heavy.  In this event, the provisions of this Article 
          shall become applicable.

     (b)  AGGREGATION GROUP DETERMINATION. 

          (1)  If as of a Determination Date the Plan is part of a top-heavy
               Aggregation Group, the provisions of this Article shall become
               applicable.  Top heavy status for the purpose of this subsection 
               shall be determined with respect to the Aggregation Group in 
               the same manner as described in subsection (a) above.

          (2)  If the Plan is top-heavy under subsection (a) above, but the
               Aggregation Group is not top-heavy, this Plan shall not be 
               top-heavy, and this Article shall not be applicable.

     (c)  COMMITTEE RESPONSIBILITY.  The Committee shall have responsibility to 
          make all calculations to determine whether the Plan is top-heavy.

     12.2 DEFINITIONS.

     (a)  "AGGREGATION GROUP" means the Plan and all other plans maintained by 
          the Company and all Affiliates that cover a Key Employee, and any 
          other plan that enables a plan covering a Key Employee to satisfy 
          Code section 401(a)(4) or 410.  In addition, at the election of the 
          Committee, 

                                     -32-
<PAGE>

          the Aggregation Group may include any other qualified plan maintained 
          by the Company or an Affiliate if this expanded Aggregation Group 
          satisfies Code sections 401(a)(4) and 410.

     (b)  "DETERMINATION DATE" means the last day of the Plan Year immediately
          preceding the Plan Year for which top-heaviness is to be determined.

     (c)  "KEY EMPLOYEE" means a Member who is a "key employee" under Code 
          section 416(i) and for purposes of such determination, a Key 
          Employee's compensation shall mean compensation as defined in Code 
          Section 415(c)(3) but including employer contributions made to a 
          salary reduction agreement.

     (d)  "SECTION 416 BENEFIT" means the sum of:

          (1)  the present value of the benefit credited as of a Determination 
               Date to a Member or Beneficiary under the Plan and any other 
               qualified defined benefit plan that is part of an Aggregation 
               Group determined under a uniform accrual method applicable to 
               all defined benefit plans in the Aggregation Group, or, where 
               there is no such method, as if such benefit accrued not more 
               rapidly than the slowest rate of accrual permitted under the 
               fractional rule of Code Section 411(b)(1)(C).

          (2)  the amount credited to a Member's or Beneficiary's account 
               under a qualified defined contribution plan that is part of an 
               Aggregation Group; and

          (3)  the amount of distributions to the Member or Beneficiary during 
               the five-year period ending on the Determination Date.  Such 
               distributions shall not include any tax-free rollover 
               contribution (or similar transfer) which is not initiated by the 
               Member or which is contributed to a plan maintained by the 
               Company or an Affiliate; 

          reduced by

          (4)  the amount of rollover contributions (or similar transfer) and
               earnings thereon credited as of a Determination Date under the 
               Plan or a plan forming part of an Aggregation Group that is 
               attributable to a rollover contribution (or similar transfer) 
               initiated by the Member and derived from a plan not maintained 
               by the Company or an Affiliate. 

     The present value of the benefits shall be determined as of the most 
recent valuation date used for Code section 412 that is within the 12-month 
period ending on the Determination Date.  The benefit of a current Member 
shall be determined as if the Member terminated service as of the valuation 
date.  In valuing benefits under this Article XII, the Committee shall be 
able to use any reasonable actuarial assumptions permitted under Code section 
416 provided that if an Aggregation Group includes two or more defined 
benefit plans, the same actuarial assumptions must be used with respect to 
all such plans and those actuarial assumptions must be specified in such 
plans.

     The account or benefit of a Member who was a Key Employee and who 
subsequently is not a Key Employee for the Plan Year containing the 
Determination Date, is not a Section 416 Benefit. This accrual or account 
balance shall be excluded from all computations under this Article. 
Furthermore, if a Member has not received any compensation from the Company 
or an Affiliate (other than benefits under the Plan) during the five-year 
period ending on the Determination Date, any benefit for the Member (and any 
account of the Member) shall not be taken into account.

                                     -33-
<PAGE>

     12.3 VESTING REQUIREMENTS. If the Plan is determined to be top-heavy 
with respect to a Plan Year under the provisions of section 12.1, a Member's 
interest in his benefit shall vest in accordance with the following schedule:

<TABLE>
          YEARS OF VESTING SERVICE      VESTING PERCENTAGE
          ------------------------      ------------------
<S>       <C>                           <C>
               Less than 2                       0%
               2                                20%
               3                                40%
               4                                60%
               5 or more                       100%
</TABLE>

     The vesting provisions described in this section shall not apply to a 
Member who does not have an Hour of Service after the Plan becomes top-heavy. 
If in a subsequent Plan Year the Plan is no longer top-heavy, the vesting 
provisions that were in effect prior to the time the Plan became top-heavy 
shall be reinstated. Any portion of a Member's benefit which was vested prior 
to the time the Plan was no longer top-heavy shall remain vested, and a 
Member who has at least three years of Vesting Service at the start of such 
Plan Year shall have the option of remaining under the vesting schedule in 
effect while the Plan was top-heavy.

     12.4 MINIMUM BENEFIT.

     (a)  MINIMUM ACCRUAL FORMULA.  If the Plan is determined to be top-heavy 
          under the provisions of section 12.1 with respect to a Plan Year, the 
          benefit, when expressed as an Annual Retirement Benefit (as defined 
          below), of a Member who is not a Key Employee shall not be less than 
          the difference between paragraphs (1) and (2) where:

          (1)  is the product of:

               (A)  the number of Years of Top-Heavy Service (as defined 
                    below); and 

               (B)  2 percent of the Member's average compensation (as defined 
                    in Income tax regulations 1.415-2(d)) during the period of 
                    the five consecutive Years of Top-Heavy Service during 
                    which the Member had the greatest aggregate compensation; 

               but this product shall not exceed 20 percent of the average
               compensation; and

          (2)  is the amount of the Annual Retirement Benefit that would be 
               provided by the Member's account balance attributable to 
               Employer contributions under a defined contribution plan which 
               is included in an Aggregation Group.

     (b)  DEFINITIONS.

          (1)  ANNUAL RETIREMENT BENEFIT means a benefit payable annually in 
               the form of a single life annuity commencing at age 65.  If the 
               benefit is payable in another form or commences at another time,
               the amount described in subsection (a) above shall be adjusted 
               on an 

                                      -34-
<PAGE>

               actuarial basis.  Preretirement death benefits shall not cause a 
               reduction in the amount of the benefit.

          (2)  YEAR OF TOP-HEAVY SERVICE means each year of Vesting Service 
               that is credited with respect to a Plan Year in which the Plan 
               is top-heavy. 

     12.5 LIMIT ON ANNUAL ADDITIONS:  COMBINED PLAN LIMIT.

     (a)  GENERAL.  If the Plan is determined to be top-heavy under section 
          12.1, Code section 415(e) shall be applied to the Plan by 
          substituting "1.0" for "1.25" each place "1.25" appears in Code 
          section 415(e)(2)(B) and 415(e)(3)(B).

     (b)  EXCEPTION.  Subsection (a) above shall not be applicable if:

          (1)  section 12.4 is applied by substituting "3 percent" for "2 
               percent";

          (2)  section 12.4 is applied by increasing (but not by more than 10
               percentage points) "20  percent" by 1 percentage point for each 
               year for which such plan was taken into account under this 
               subsection; and

          (3)  the Plan would not be top-heavy if "90 percent" is substituted 
               for "60 percent" in section 12.1.

     (c)  TRANSITION RULE.  If, but for this subsection, subsection (a) above 
          would begin to apply with respect to the Plan, the application of 
          subsection (a) above shall be suspended with respect to a Member as 
          long as there are:

          (1)  no Employer contributions, forfeitures, or voluntary 
               nondeductible contributions allocated to the Member; and 

          (2)  no accruals under a qualified defined benefit plan for the 
               Member.

     12.6 COLLECTIVE BARGAINING AGREEMENTS.  The requirements of sections 
12.3 and 12.4 shall not apply with respect to any Employee included in a unit 
of Employees covered by a collective bargaining agreement between Employee 
representatives and an Employer if retirement benefits were the subject of 
good faith bargaining between such Employee representatives and the Employer.


                 ARTICLE XIII.  PARTICIPATION IN AND WITHDRAWAL
                         FROM THE PLAN BY AN AFFILIATE

     13.1 PARTICIPATION IN THE PLAN.  Any Affiliate that desires to become an 
Employer hereunder may elect, with the consent of the Committee, to become a 
party to the Plan.  Such Affiliate shall adopt the Plan for the benefit of 
its eligible Employees, effective as of the date specified in the adoption 
resolution:

                                      -35-
<PAGE>

     (a)  by filing with the Committee a written resolution to that effect, 
          and any other instruments as the Committee may require; and 

     (b)  by the Committee filing with the Trustee a copy of such resolution,
          together with a copy of resolution of the Committee approving the 
          adoption. 

     The adoption resolution shall contain specific provisions regarding 
Vesting Service, Credited Service, and eligibility for initial participation 
that apply to the adopting Affiliate and its Employees.

     However, the sole, exclusive right of any other amendment of whatever 
kind or extent to the Plan is reserved by the Board. The Board may not amend 
specific changes and variations in the Plan provisions as adopted by the 
Affiliate in its adoption resolution without the consent of the Affiliate.  
The adoption resolution shall become, as to the Affiliate and its Employees, 
a part of this Plan as then amended or thereafter amended.  To the extent of 
any conflict between the adoption resolution and this Plan, the adoption 
resolution shall control.  It shall not be necessary for the adopting 
Affiliate to sign or execute the original or then amended Plan.

     The effective date of the Plan for any adopting Affiliate shall be that 
stated in the resolution of adoption.  From and after the effective date, the 
adopting Affiliate shall assume all the rights, obligations, and liabilities 
of an individual Employer entity hereunder.  The administrative powers and 
control of the Company and Board, as provided in the Plan, including the sole 
right to amendment, and of appointment and removal of the Committee, the 
Trustee, and their successors, shall not be diminished by reason of the 
participation of any adopting Affiliate in the Plan.

     13.2 WITHDRAWAL FROM THE PLAN.  Any Employer, by action of its board of 
directors or other governing authority, may withdraw from the Plan after 
giving notice to the Company.  In the event such withdrawal constitutes a 
partial termination of this Plan, the affected Members in the part of the 
Plan that is terminated shall have fully vested and nonforfeitable rights to 
their accrued benefits.

     Distribution upon such a withdrawal may be implemented through 
continuation of the Retirement Fund, or transfer to a trust fund exempt from 
tax under Code section 501, or to a group annuity contract qualified under 
Code section 401.  However, no such action shall divert any part of such fund 
to any purpose other than the exclusive benefit of the Employees of the 
Employer prior to the satisfaction of all liabilities under the Plan as 
provided under section 8.3.


                        ARTICLE XIV.  GENERAL PROVISIONS

     14.1 INCOMPETENCY.  Every person receiving or claiming benefits under 
the Plan shall be conclusively presumed to be mentally competent and of age 
until the Committee receives written notice, in a form and manner acceptable 
to it, that the person is incompetent or a minor, and that a guardian, 
conservator, or other person legally vested with the care of his estate has 
been appointed.  If the Committee finds that any person to whom a benefit is 
payable under the Plan is unable to care properly for his affairs, or is a 
minor, any payment due (unless a prior claim therefor shall have been made by 
a duly appointed legal representative) may be paid to the spouse, a child, a 
parent, a brother, or a sister, or to any person deemed by the Committee to 
have incurred expense for such person otherwise entitled to payment.

                                      -36-
<PAGE>

     If a guardian or conservator of the estate of any person receiving or 
claiming benefits under the Plan is appointed by a court of competent 
jurisdiction, payments shall be made to such guardian or conservator if 
proper proof of the appointment is furnished in a form and manner suitable to 
the Committee.

     To the extent permitted by law, any payment made under the provisions of 
this section shall be a complete discharge of liability under the Plan.

     14.2 NONALIENATION OF BENEFITS.  Except as provided in Code section 
401(a)(13), no benefit payable at any time under the Plan shall be subject in 
any manner to alienation, sale, transfer, assignment, pledge, attachment, 
garnishment, or encumbrance of any kind.  Any attempt to alienate, sell, 
transfer, assign, pledge, or otherwise encumber any such benefit, whether 
presently or thereafter payable, shall be void.  The Retirement Fund under 
the Plan shall not in any manner be liable for or subject to the debts or 
liabilities of any Member or Beneficiary entitled to any benefit.

     The preceding paragraph shall also apply to the creation, assignment, or 
recognition of a right to any interest or benefit payable with respect to a 
Member pursuant to a domestic relations order, unless the order is determined 
to be a qualified domestic relations order (as defined in Code section 
414(p)).  The Committee shall establish reasonable procedures to determine 
the qualified status of domestic relations orders and to administer 
distributions under such qualified orders.

     14.3 NO GUARANTEE OF EMPLOYMENT.  Nothing contained in the Plan shall be 
deemed to give any Employee the right to be retained in the service of the 
Company or an Affiliate or to interfere with the right of the Company or an 
Affiliate to discharge or retire any Employee at any time.

     14.4 APPLICABLE LAW.  To the extent not preempted by ERISA, the Plan 
shall be governed by and construed according to the laws of Kansas.

     14.5 SEVERABILITY.  If a provision of this Plan shall be held illegal or 
invalid, the illegality or invalidity shall not affect the remaining parts of 
the Plan, and the Plan shall be construed and enforced as if the illegal or 
invalid provision had not been included in this Plan.

    IN WITNESS WHEREOF, NEW COLEMAN HOLDINGS, INC. has caused this Plan to be 
signed and its corporate seal to be hereunto affixed by its duly authorized 
officers, effective as of the dates provided herein.


                              NEW COLEMAN HOLDINGS, INC.


                              By: Glenn Dickes
                                  ----------------------------------------------
                              Title: Vice President and Assistant Secretary
                                     -------------------------------------------

                                      -37-
<PAGE>

ATTEST:
                              (Seal)

By: 
    -----------------------------------------

Title: 
       --------------------------------------


                                    APPENDIX

     The Prior Plan was extended, as of the dates listed in the following 
table, to cover former employees of the companies therein listed who have 
become Employees of the Company through acquisition by the Company of part or 
all of the business of such companies and who are otherwise eligible for 
coverage under the Plan.  Credited Service for any such Employee shall not 
include any period prior to the later of the dates set forth on the table or 
his actual date of employment.

<TABLE>
          NAME OF COMPANY                           DATE OF ACQUISITION
          ---------------                           -------------------
<S>                                                 <C>
          Boise Cascade Corporation                  August 1, 1965
          Canvas Specialty Manufacturing Co.        October 1, 1965
</TABLE>

     Certain Employees included in Payroll Group 6, whose effective date of 
coverage under the Prior Plan was January 1, 1975, were at one time employed 
by Powerhouse Manufacturing Company, Inc., LaSalle Lighting Inc., or Sattler 
Manufacturing, Inc. and became employees of the Company when the Company 
acquired portions of the business of such former employers.  For purposes of 
the Plan, the seniority date of any such Employee shall be deemed to be his 
date of employment by the Company, even though such seniority date was prior 
to the date of acquisition by the Company of the business in which he was 
originally employed.

     Effective January 1, 1980, the Company extended coverage under the Prior 
Plan to the weekly salaried and hourly paid Employees of its wholly-owned 
subsidiary O'Brien International, Inc.  For the purposes of determining the 
Vesting Service of an O'Brien International, Inc. weekly salaried or hourly 
paid Employee, an Employee's date of employment will be considered to be the 
later of January 1, 1980, or his actual date of employment.

The following are Employers under this Plan:

<TABLE>
    ADOPTING EMPLOYER                SERVICE DATE *
    -----------------                --------------
<S>                                  <C>
O'Brien International, Inc.          1-1-80
Master Craft Boat Company            1-1-84 for Vesting Service; 4-1-85 for Credited Service
SoniForm, Inc.                       1-1-82 for Vesting Service; 1-1-84 for Credited Service
Western Cutlery Company              1-1-85
Tennessee Acquisition Corp.          4-1-93
MasterCraft Acquisition Corp.        4-1-93 
Skeeter Products, Inc.               1-1-83 for Vesting Service; 1-1-87 for Credited Service
Coleman Spas, Inc.                   Date of employment with the Company (or Adopting Employer) for Vesting Service; 1-1-92 for 
                                      Credited Service
Coleman Powermate, Inc.              1-1-90 for Credited Service and 11-15-86 for Vesting Service
The Coleman Company, Inc.            1-1-55 for Credited Service; date of employment with the Company 
</TABLE>

                                     -38-
<PAGE>

<TABLE>
<S>                                  <C>
                                      for Vesting Service
Coleman Outdoor Products, Inc.       Date of employment with the Company (or the Adopting Employer)
Coleman Recreational Vehicles, Inc.  Date of employment with the Company (or the Adopting Employer) through December 28, 1989
Inc. (for weekly salaried           
employees only)
</TABLE>

*  Service Date refers to both Credited Service and Vesting Service unless 
otherwise indicated. 


Effective at the end of December 31, 1995, (a) all employees, former 
employees and beneficiaries of employees and former employees of Meridian 
Sports Incorporated and the following subsidiaries: Skeeter Products, Inc., 
MasterCraft Acquisition Corp., O'Brien International Inc. and Soniform, Inc. 
(together with Meridian Sports Incorporated, "the Meridian Group") shall 
cease to accrue any benefits under the Plan, (b) all liabilities, as well as 
the assets relating to such liabilities, with respect to the accrued benefits 
as of such date of such employees, former employees and beneficiaries of the 
Meridian Group shall be transferred to the defined benefit plan established 
by Meridian Sports Incorporated, and (c) such employees, former employees and 
beneficiaries shall have no further rights under this Plan.

                                     -39-